<PAGE>

                                                                    EXHIBIT 10.4

                            RETAIL LEASE AGREEMENT
                        (MULTIPLE LOCATION MASTER LEASE)

LANDLORD:         FRED MEYER STORES, INC. (AS TO LOCATIONS IN OREGON AND IDAHO),
                  ROUNDUP CO. (AS TO LOCATIONS IN WASHINGTON), GRAND CENTRAL,
                  INC. (AS TO ANY FUTURE LOCATIONS IN UTAH), AND FRED MEYER OF
                  ALASKA, INC. (AS TO LOCATIONS IN ALASKA)

TENANT:           VISTA EYECARE, INC.

                COVERING SPACE IN VARIOUS FRED MEYER DEVELOPMENTS
           IN THE STATES OF OREGON,IDAHO, WASHINGTON, UTAH AND ALASKA

                             SUMMARY OF LEASE TERMS

1.       LEASED PROPERTY. Approximate gross ground floor area in the property:
VARIES FOR EACH LEASED LOCATION.

2.       LEASE TERM. FIVE years (60 months), commencing with the "Commencement
Date," which will be AS OF JANUARY 1, 1999. OPTION(S): ONE FIVE-YEAR (60 MONTH)
renewal term, subject to the conditions stated in this Lease.

3.       BASE RENT. The initial base rent is initially set at $ * per square
foot of leased space AT THE LOCATION per year ($ * PSF PER MONTH), payable in
equal monthly installments, subject to periodic adjustment ON THE FIRST DAY OF
THE RENEWAL TERM, as specified in the Lease.

4.       PERCENTAGE RENT. * (* %) of Gross Sales, calculated and paid on a
monthly basis.

5.       MONTHLY CHARGES. Utility charge of $[SEE PARAGRAPH 5.4], gas charge of
$NONE, sewer and water charge of $NONE, and common expense charge of $NONE,
payable monthly.

6.       REAL PROPERTY TAXES. Tenant's responsibility for property taxes and
assessments on the Development is as follows: NONE. In addition, Tenant will pay
any personal property taxes on Tenant's own property.

7.       SECURITY DEPOSIT. $NONE, as a security deposit, due on execution of
this Lease.

8.       TENANT'S TRADE NAME. The trade name under which Tenant will conduct
business on the Property is as follows: "VISTA OPTICAL" OR OTHER TRADE NAME
PERMITTED OR APPROVED PURSUANT TO PARAGRAPH 3.8.

9.       PERMITTED USE. RETAIL SALES OF OPTICAL MERCHANDISE, EYEGLASSES, CONTACT
LENSES, PRESCRIPTION AND NON- PRESCRIPTION SUNGLASSES, AND PROFESSIONAL SERVICES
BY A LICENSED DOCTOR OF OPTOMETRY (THE "PRIMARY Use") AND (AS INCIDENTAL TO SUCH
PRIMARY USE) A PORTION OF THE PROPERTY MAY BE USED AS AN EYEGLASS ASSEMBLY
LABORATORY AND TENANT MAY SELL TELESCOPES AND MICROSCOPES. Tenant's permitted
use is SUBJECT, HOWEVER, to all restrictions contained in this Lease.

10.      GUARANTOR(S). NONE. Address of Guarantor(s): N/A.

Commencement Date: AS OF JANUARY 1, 1999 Termination Date: DECEMBER 31, 2003
(UNLESS RENEWED)

FMI FORM 201 (Jan 1992 - REVISED 4/96) RETAIL LEASE AGREEMENT     March 22, 1999


* Confidential portion, which has been omitted and filed separately with the
  Commission.
<PAGE>

                                  RETAIL LEASE

 (VARIOUS LOCATIONS IN THE STATES OF OREGON, IDAHO, WASHINGTON, UTAH AND ALASKA)

DATED:                  MARCH_____, 1999

BETWEEN:                FRED MEYER STORES, INC., A DELAWARE CORPORATION
                        (AS TO LOCATIONS IN OREGON AND IDAHO), ROUNDUP CO.,
                        A WASHINGTON CORPORATION (AS TO LOCATIONS IN
                        WASHINGTON), GRAND CENTRAL, INC., A UTAH CORPORATION (AS
                        TO LOCATIONS IN UTAH), AND FRED MEYER OF ALASKA, INC.,
                        AN ALASKAN CORPORATION (AS TO LOCATIONS IN ALASKA),
                        EACH OF WHICH DOES BUSINESS IN THEIR RESPECTIVE STATES
                        OF OPERATION AS "FRED MEYER" ATTENTION: BEVERLY A.
                        STAUTZ,
                        VICE PRESIDENT, PROPERTY MANAGEMENT
                        3800 SE 22ND AVENUE
                        PO BOX 42121
                        PORTLAND, OREGON 97242-0121                    LANDLORD

 AND:                   VISTA EYECARE, INC.,
                        A GEORGIA CORPORATION
                        ATTENTION: BARRY J. FELD
                        296 GRAYSON HIGHWAY
                        LAWRENCEVILLE, GEORGIA 30045                   TENANT

                  THE CORPORATE ENTITIES WHO ARE COLLECTIVELY THE LANDLORD OWN
OR LEASE CERTAIN RETAIL DEVELOPMENTS IN THE STATES OF OREGON, IDAHO, WASHINGTON,
UTAH AND ALASKA. TENANT (OR A SUBSIDIARY THEREOF) LEASES SPACE PRESENTLY AT 52
OF THESE RETAIL DEVELOPMENTS UNDER LEASES WITH VARIOUS LEASE DATES AND
EXPIRATION DATES (THE "EXISTING LEASES"). THE PARTIES DESIRE TO ENTER INTO A NEW
MASTER LEASE AGREEMENT, WHICH WILL BE EFFECTIVE AS OF JANUARY 1, 1999, FOR THE
REPLACEMENT OF THE EXISTING LEASES WITH A NEW LEASE COVERING ALL LOCATIONS. SUCH
NEW MASTER LEASE WILL COVER ALL LOCATIONS THAT ARE PRESENTLY LEASED AND THAT MAY
(PURSUANT TO FUTURE AMENDMENTS OR ADDENDA TO THE MASTER LEASE AGREEMENT) BE
ADDED IN THE FUTURE TO THE MASTER LEASE; PROVIDED, THAT THE TERM OF THE LEASE
FOR ANY LOCATIONS ADDED TO THIS LEASE WILL IN EACH CASE BE A FIVE-YEAR (60
MONTH) TERM COMMENCING ON THE "ADDITIONAL LOCATION COMMENCEMENT DATE" SPECIFIED
IN PARAGRAPH 1.1, WITH THE FIVE-YEAR (60 MONTH) RENEWAL OPTION TERM THEREAFTER.
THERE ARE THREE LOCATIONS PRESENTLY LEASED BY TENANT (AT THE FRED MEYER RETAIL
DEVELOPMENTS AT KLAMATH FALLS, OREGON, LACEY, WASHINGTON, AND NAMPA, IDAHO) THAT
HAVE SPECIAL CIRCUMSTANCES AND FOR WHICH THE RENT AND TERMS WILL BE SET FORTH IN
AN ADDENDUM #1 TO LEASE, EXECUTED CONTEMPORANEOUSLY HEREWITH, WHICH AS TO THESE
THREE LOCATIONS MODIFIES THE PROVISIONS OF THIS LEASE WITH RESPECT TO THE
DURATION OF THE LEASE TERM AND RENTAL OBLIGATIONS (THE "SPECIAL LOCATIONS").

                  THE PARTIES HAVE ATTACHED, AS PART OF THE ATTACHED EXHIBIT A
(LABELED EXHIBIT A-3), A SCHEDULE (THE "LOCATION SCHEDULE") OF ALL LOCATIONS
THAT ARE PRESENTLY LEASED BY TENANT AND THAT WILL BE COVERED BY THIS LEASE
(OTHER THAN THE SPECIAL LOCATIONS, WHICH ARE BEING ADDED TO THIS LEASE PURSUANT
TO THE TERMS SET FORTH IN THE ADDENDUM #1 TO LEASE REFERENCED ABOVE). THE
LOCATION SCHEDULE SHOWS THE MUTUALLY AGREED UPON SQUARE FOOTAGE OF THE SPACE
LEASED AT EACH LOCATION (EACH LOCATION WHICH AT ANY TIME IS MADE SUBJECT TO THIS
LEASE WILL BE REFERRED TO, INDIVIDUALLY AND COLLECTIVELY, AS THE "PROPERTY").
The location of the Property at EACH Fred Meyer development (EACH DEVELOPMENT AT
WHICH TENANT AT ANY TIME LEASES PROPERTY IS REFERRED TO, INDIVIDUALLY AND
COLLECTIVELY, AS the "DEVELOPMENT") is THE SAME AS CURRENTLY LEASED AND OCCUPIED
BY TENANT. The building in which EACH Property is located is referred to,
INDIVIDUALLY AND COLLECTIVELY, as the "BUILDING."

                  NOW, THEREFORE, Landlord hereby leases the Property to Tenant
on the following terms:

1.       TERM; POSSESSION.

FMI FORM 201 (Jan 1992 - REVISED 4/96) RETAIL LEASE AGREEMENT      March 22,1999

<PAGE>

         1.1    TERM. The term of this Lease ("Lease TERM") shall be for a
period of FIVE YEARS (sixty CALENDAR months) (plus any partial month in which
the Lease commences), beginning on the commencement date referenced below
("EXISTING LEASES COMMENCEMENT DATE") and ending at the end of the SIXTIETH full
calendar month of the Lease Term ("EXISTING LOCATIONS TERMINATION DATE"). THE
"EXISTING LEASES COMMENCEMENT DATE" will be as of JANUARY 1,1999. UNTIL THE
EXISTING LEASES COMMENCEMENT DATE, THE LEASE OF THE PROPERTY WILL CONTINUE UNDER
THE TERMS AND CONDITIONS AS SET FORTH IN THE EXISTING LEASES BETWEEN THE
PARTIES.

                  AS TO ADDITIONAL LOCATIONS WHICH ARE SUBSEQUENTLY ADDED TO
THIS LEASE (REFERRED TO AS AN "ADDITIONAL LOCATION" OR COLLECTIVELY AS THE
"ADDITIONAL LOCATIONS") BY EXECUTION OF A LEASE SUPPLEMENT, ADDENDUM OR
AMENDMENT, THE PARTIES WILL SPECIFY THE COMMENCEMENT DATE FOR THE TERM OF
TENANT'S LEASES OF THE ADDITIONAL LOCATION OR THE FORMULA FOR DETERMINING THE
COMMENCEMENT DATE, IN SUCH LEASE SUPPLEMENT, ADDENDUM OR AMENDMENT. UNLESS
OTHERWISE AGREED TO, THE Commencement Date for the Additional Location (the
"ADDITIONAL LOCATION COMMENCEMENT DATE") will be the first to occur of the
following: (i) NINETY (90) days after Landlord has delivered possession OF THE
ADDITIONAL LOCATION to Tenant for purposes of commencement of "Tenant's Work"
(as defined below), with any Landlord's Work substantially completed (as defined
below); (ii) 90 days after Tenant has obtained Landlord's approval of plans for
Tenant's Work pursuant to this Lease and has all necessary governmental permits
and approvals for Tenant's Work AND ANY LANDLORD'S WORK IS SUBSTANTIALLY
COMPLETED (AS DEFINED BELOW); or (iii) when Tenant opens for business to the
public at the ADDITIONAL LOCATION; PROVIDED, THAT IN THE EVENT THE LOCATION IS
AT A NEW STORE WITH A PLANNED GRAND OPENING DATE, THEN LANDLORD MAY REQUIRE THAT
TENANT CO-ORDINATE THE SCHEDULE WITH LANDLORD'S SCHEDULE FOR OPENING OF
LANDLORD'S BUILDING AND OPEN ON THE GRAND OPENING DATE FOR THE STORE.

                  THE TERM OF THIS LEASE AS TO THE ADDITIONAL LOCATION SHALL BE
A PERIOD OF FIVE YEARS (SIXTY CALENDAR MONTHS) (PLUS ANY PARTIAL MONTH IN WHICH
THE LEASE TERM COMMENCES AS TO THE ADDITIONAL LOCATION), BEGINNING ON THE
ADDITIONAL LOCATION COMMENCEMENT DATE AND ENDING AT THE END OF THE SIXTIETH FULL
CALENDAR MONTH OF THE TERM OF THIS LEASE AS TO SUCH ADDITIONAL LOCATION (THE
"ADDITIONAL LOCATION TERMINATION DATE"). Upon Landlord's request, Tenant will
execute a supplemental memorandum at the start of the lease term stating the
actual ADDITIONAL LOCATION Commencement Date and the ADDITIONAL LOCATION
Termination Date. ATTACHED HERETO AS PART OF EXHIBIT A ARE SOME PROVISIONS
RELATING TO ANY SUCH ADDITIONAL LOCATIONS.

                  For purposes of this Lease, the term "COMMENCEMENT DATE" will
mean the Existing Location Commencement Date or the Additional Location
Commencement Date, as applicable to the location in question, and the
"TERMINATION DATE" will mean Existing Location Termination Date or the
Additional Location Termination Date, as applicable to the location in question.

                  NOTWITHSTANDING ANY OTHER PROVISION OF THIS LEASE, IN THE
EVENT LANDLORD'S LEASE OF THE BUILDING IN WHICH A PROPERTY IS SITUATED IS NOT
RENEWED OR EXTENDED IN THE YEAR IN WHICH ITS CURRENT TERM EXPIRES, THEN THE
LEASE BY TENANT OF THE PARTICULAR PROPERTY PURSUANT TO THIS LEASE WILL
AUTOMATICALLY TERMINATE ON THE DATE OF TERMINATION OF LANDLORD'S LEASE OR
TENANCY OF THE BUILDING (WITHOUT AFFECTING TENANT'S LEASE AS TO OTHER LOCATIONS
LEASED PURSUANT TO THIS LEASE). THIS LEASE SHALL BIND AND INURE TO THE BENEFIT
OF THE PARTIES, THEIR RESPECTIVE HEIRS, SUCCESSORS AND ASSIGNS, INCLUDING ANY
NAME CHANGE OR SALE OF THE COMPANY THAT IS A PARTY TO THIS LEASE, SUBJECT TO THE
LIMITATIONS ON TRANSFER OF TENANT'S INTEREST CONTAINED IN PARAGRAPH 9 BELOW.

         1.2    LANDLORD'S WORK AND TENANT'S WORK. AS TO ALL PROPERTY THAT IS
INITIALLY MADE A PART OF THIS LEASE AND THE SPECIAL LOCATIONS (WHICH ARE
PRESENTLY LEASED BY THE PARTIES UNDER THE EXISTING LEASES), THERE IS NO
LANDLORD'S WORK OR TENANT'S WORK REQUIRED IN CONNECTION WITH THE EXECUTION OF
THIS LEASE. TENANT IS PRESENTLY OCCUPYING ALL SUCH PROPERTY AND SPECIAL
LOCATIONS AND ACCEPTS THE CONDITION OF THE PROPERTY AND SPECIAL LOCATIONS, AS
IS, WITH NO WORK REQUIRED TO BE DONE.

                  AS TO ADDITIONAL LOCATIONS WHICH ARE SUBSEQUENTLY ADDED TO
THIS LEASE (OTHER THAN THE SPECIAL LOCATIONS, WHICH ARE LEASED AS IS), THE LEASE
ADDENDUM, AMENDMENT OR SUPPLEMENT EXECUTED BY THE PARTIES TO ADD THE ADDITIONAL
LOCATION TO THIS LEASE WILL SPECIFY WHICH OF THE EXHIBITS C THROUGH D THAT ARE
ATTACHED

FMI FORM 201 (Jan 1992 - REVISED 4/96) RETAIL LEASE AGREEMENT     March 22, 1999

                                       2

<PAGE>

TO THIS LEASE WILL APPLY AS TO THE ADDITIONAL LOCATION, WILL STATE ANY
DIFFERENCES IN THE GENERIC DESCRIPTION OF LANDLORD'S WORK AND TENANT'S WORK THAT
WILL BE APPLICABLE TO THE ADDITIONAL LOCATION, AND WILL REFERENCE THE APPLICABLE
EXHIBITS CONCERNING SIGNAGE.

                  As TO ADDITIONAL LOCATIONS, Landlord will notify Tenant when
Landlord has substantially completed the items of "Landlord's Work" (if any)
described on the attached Exhibit C and when the Property is ready for the
installation of Tenant's personal property and performance of the items of
"Tenant's Work" described on the attached Exhibit C. Tenant will promptly
perform the Tenant's Work, in accordance with the terms attached as Exhibit C.
No examination, inspection or approval of work by Landlord will be construed to
place upon Landlord any responsibility or liability for Tenant's Work or for any
noncompliance of Tenant's Work with applicable Legal Requirements (as defined in
paragraph 3.2 below) or otherwise waive or affect the requirements of this Lease
or the attached exhibits.

         1.3    DELIVERY OF POSSESSION. AS TO THE PROPERTY AND THE SPECIAL
LOCATIONS, TENANT HAS POSSESSION OF THE PROPERTY AND SPECIAL LOCATIONS UNDER THE
EXISTING LEASES. TENANT COVENANTS TO CONTINUE TO PERFORM ITS OBLIGATIONS UNDER
SUCH EXISTING LEASES UNTIL THE EXISTING LOCATIONS COMMENCEMENT DATE.

         1.4    CHANGES TO SITE PLAN AND DEVELOPMENT. No aspect of any site
plan or layout drawing attached to this Lease or any supplement, addendum or
amendment to this Lease or otherwise approved by the parties will be construed
as a representation, warranty or commitment by Landlord as to the location,
dimensions, placement, or continuation of common areas, parking areas,
buildings, improvements or other matters shown thereon. SUBJECT TO THE
LIMITATIONS STATED BELOW, Landlord reserves the right at any time to change the
location of, remove, alter or add to and build additional improvements within
the Development and to modify the Building and/or any other portion of the
Development. Upon Landlord's request at any time, the parties will amend any
site plan or layout drawing attached to this Lease or any supplement, addendum
or amendment to this Lease to reflect any change, removal, alteration or
addition which affects the Property or Tenant's right of use under this Lease.
NOTWITHSTANDING THE FOREGOING, ANY SUCH CHANGE, REMOVAL, ALTERATION, ADDITION OR
CONSTRUCTION WORK BY LANDLORD PURSUANT TO THIS PARAGRAPH 1.4 WILL BE SUBJECT TO
THE FOLLOWING LIMITATIONS: (i) ANY CHANGE IN THE LOCATION OF THE PROPERTY WITHIN
A PARTICULAR BUILDING WILL BE MADE IN ACCORDANCE WITH, AND SUBJECT TO THE TERMS
AND PROVISIONS OF, PARAGRAPH 14.8 OF THIS LEASE; (ii) ANY SUCH WORK BY LANDLORD
WILL BE PERFORMED IN A MANNER THAT DOES NOT UNREASONABLY INTERFERE WITH THE
CONDUCT OF TENANT'S BUSINESS; AND (iii) AS TO THE SPECIAL LOCATIONS WHICH HAVE
EXTERIOR ENTRANCES, ANY SUCH CHANGES, REMOVALS, ALTERATIONS, ADDITIONS OR
CONSTRUCTION WORK BY LANDLORD PURSUANT TO THIS PARAGRAPH 1.4 WILL NOT
UNREASONABLY DETRIMENT THE ACCESS TO AND FROM THE PROPERTY (OTHER THAN FOR
TEMPORARY INTERFERENCE DURING MAJOR REMODELINGS OR OTHER CONSTRUCTION, WHICH
WORK WILL NEVERTHELESS BE PERFORMED IN A MANNER DESIGNED TO REASONABLY MINIMIZE
ANY INTERFERENCE WITH TENANT'S BUSINESS) OR THE VISIBILITY OF THE PROPERTY FROM
THE ADJOINING COMMON AREAS.

         1.5    CONTINGENCIES CONCERNING TENANT'S OBLIGATIONS. AS TO
ADDITIONAL LOCATIONS AT WHICH TENANT IS NOT CURRENTLY THE LESSEE OF THE PROPERTY
UNDER AN EXISTING LEASE, Tenant will have an initial contingency period, IF ANY,
OF THE DURATION SPECIFIED IN THE ADDENDUM, AMENDMENT OR SUPPLEMENT ADDING THE
ADDITIONAL LOCATION TO THIS LEASE, in order to satisfy itself as to the
availability of governmental permits or licenses required for the construction
of Tenant's Work ("BUILDING PERMIT(S)") and as to the presence or absence of any
hazardous substances (as defined below). Before commencing Tenant's Work, Tenant
will provide to Landlord a copy of Tenant's building permit(s) and any
environmental assessment obtained by Tenant and waive the foregoing
contingencies. Tenant will provide periodic updates on the status of its efforts
and will respond to request for information as Landlord may reasonably require
about the status of such matters. Tenant will diligently pursue satisfaction of
such contingencies and will notify Landlord as soon as Tenant obtains (or is
denied) the building permit(s) and receives any such environmental assessment.
If Tenant is unable to satisfy such contingencies by the deadline date stated
above, Tenant may, not later than 5:00 p.m (Pacific Time) on the next business
day after such deadline date, terminate its obligation to lease the Additional
Location by written notice to Landlord. Thereafter, neither party shall have any
rights or liabilities under this Lease, and Landlord shall return any prepaid
rent and security deposit to Tenant, if any.

FMI FORM 201 (Jan 1992 - REVISED 4/96) RETAIL LEASE AGREEMENT     March 22, 1999

                                       3

<PAGE>
2.       RENTAL.

         2.1  BASE RENTAL. During the lease term (including any renewal
terms), commencing on the Commencement Date, Tenant will pay to Landlord on a
monthly basis a base rent for the Property, determined on a per square foot of
agreed area of the Property for each Property covered by this Lease (other than
the Special Locations), initially of $ * per square foot per year $ * PSF
PER MONTH), payable in equal monthly installments, subject to adjustment as
provided in this Lease. The monthly base rent will be paid in advance on the
FIFTEENTH (15TH) day of each month, AND WILL BE DEEMED TO BE PAST DUE AND IN
DEFAULT IF NOT RECEIVED BY LANDLORD BY THE TWENTY-FIFTH (25TH) DAY OF THE MONTH.
Tenant has paid, upon execution of this Lease, the sum of $NONE which shall be
applied to the first month's rent and has paid a security deposit of $NONE as
referenced in the attached Exhibit A.

         2.2  BASE RENTAL ADJUSTMENT. On THE Adjustment Date described
below, the base rental for the Property, determined on a per square foot of
agreed area of the Property FOR EACH PROPERTY COVERED BY THIS LEASE (OTHER THAN
THE SPECIAL LOCATIONS), shall be adjusted as follows: on the adjustment date
shown below, the base rent will be adjusted as follows:

<TABLE>
<CAPTION>
                                 Monthly                      Annual
Adjustment Date           Base Rental (Minimum)        Base Rental (Minimum)
---------------           ---------------------        ---------------------
<S>                       <C>                          <C>
JANUARY 1, 2004           $ * per square foot          $ * per square foot
</TABLE>

         AS TO ANY ADDITIONAL LOCATION LEASED BY TENANT, THE LEASE SUPPLEMENT,
ADDENDUM OR AMENDMENT ADDING THE ADDITIONAL LOCATION TO THE LEASE WILL STATE THE
RENT AMOUNTS TO BE PAID FOR THE ADDITIONAL LOCATION. THE RENT FOR THE INITIAL
5-YEAR TERM FOR AN ADDITIONAL LOCATION WILL BE $ * PER SQUARE FOOT PER YEAR
($ * PER SQUARE FOOT PER MONTH) FOR ANY PORTION OF THE TERM UP TO JANUARY 1,
2004 AND $ * PER SQUARE FOOT PER YEAR ($ * PER SQUARE FOOT PER MONTH)
THEREAFTER. AS TO ANY PORTION OF THE TERM FOR THE ADDITIONAL LOCATION THAT IS ON
AND AFTER JANUARY 1, 2009, THE BASE RENT WILL BE AS MAY BE AGREED TO BY THE
PARTIES AND STATED IN THE LEASE SUPPLEMENT, ADDENDUM OR AMENDMENT ADDING THE
ADDITIONAL LOCATION TO THE LEASE.

         2.3  TIME AND PLACE OF BASE RENT PAYMENTS. The base rent will be
paid in advance on the DATE AND at the address for Landlord set forth in this
Lease. Base rent for any partial month will be calculated on the basis of a
30-day month. Base rent for the partial month (if any) in which the Lease
commences shall be prorated and paid at commencement of the lease term.

         2.4  INTEREST AND LATE CHARGES. All rent and other charges not paid
when due shall bear interest from the due date until fully paid at the same rate
as specified in paragraph 11.3 below. In addition, if Tenant fails to make any
rent or other charge required by this Lease to be paid to Landlord within ten
days after it is due, Landlord may elect to impose a late charge of 5 cents per
dollar of the overdue payment, to reimburse Landlord for the costs of collecting
the overdue payment. Tenant shall pay the late charge upon demand by Landlord,
and will reimburse Landlord upon demand for reasonable attorneys' fees incurred
by Landlord in connection with the overdue payment. Landlord may levy and
collect a late charge in addition to all other remedies available for Tenant's
default, and collection of a late charge shall not waive the breach caused by
the late payment. If two or more checks are returned by Tenant's bank for
insufficient funds ("NSF") in any calendar year, then Tenant agrees that future
payments of rent and other charges to Landlord will (at Landlord's option) be
made by bank certified or cashier's checks. All bank service charges resulting
from NSF checks will be promptly paid by Tenant.

         2.5  PARTIAL OR DELINQUENT PAYMENTS. Payment by Tenant or receipt
by Landlord of any amount less than the full monthly rental or other charges due
from Tenant, or any endorsement or statement on any check or letter accompanying
any check or rent payment, shall not in any event be deemed an accord and
satisfaction. Landlord may accept such check or payment without prejudice to
Landlord's right to recover the balance of such rental or pursue any other
remedy provided in this Lease. Any payments required under this Lease which are
not paid on

FMI FORM 201 (Jan 1992 - REVISED 4/96) RETAIL LEASE AGREEMENT      March 22,1999


* Confidential portion, which has been omitted and filed separately with the
  Commission.


                                       4

<PAGE>

or before the date for payment in this Lease (subject to any permitted grace
period or notice requirement specified in this Lease) shall be considered
delinquent and in default.

         2.6      ADDITIONAL RENT, No OFFSETS. All charges required to be paid
by Tenant under this Lease, other than base rent and percentage rent, will
constitute additional rent. All rent (including base, percentage and additional
rent) shall be received by Landlord without set-off, offset, abatement, or
deduction of any kind.

         2.7      PERCENTAGE RENT. In addition to base rent, Tenant will pay to
Landlord a percentage rent equal to * percent ( * %) of Gross Sales (as
defined below) for the prior calendar month or partial calendar month, less a
credit against such percentage rent amount for the base rent paid for the same
period AND SUBJECT TO THE ANNUAL RECONCILIATION AND ADJUSTMENT PROVIDED BELOW.
Tenant will also provide monthly reports of Gross Sales, as set forth below. THE
CALCULATION OF GROSS SALES AND PERCENTAGE RENT, IF ANY, THAT IS DUE FOR A
PROPERTY WILL BE DETERMINED ON A PROPERTY-BY-PROPERTY BASIS, BASED ON THE GROSS
SALES AND BASE RENT PAID FOR EACH PROPERTY.

         2.8      DEFINITION OF GROSS SALES. As used in this Lease, "GROSS
SALES" will mean all sales of merchandise and services, whether for cash or
credit, including all gift and merchandise certificates, all credit charges and
carrying charges, and all other receipts of business conducted in or from the
Property, whether by Tenant, any licensee, subtenant or franchisee of Tenant or
other occupant of the Property, SUBJECT NEVERTHELESS TO THE EXCLUSIONS STATED
BELOW. Gross Sales will include (without limitation) all sales to employees, all
mail or telephone orders received or filled at or from the Property, all
deposits not refunded to the customer, and all orders taken in and from the
Property (whether or not such orders are filled elsewhere). Without limiting the
foregoing, sales of merchandise through orders received through the Internet or
other computer-to-computer system of communication will be treated as part of
the Gross Sales from the Property if the order is received or filled at or from
the Property (whether or not the merchandise is mailed or filled elsewhere).
However, Gross Sales shall exclude THE FOLLOWING: (i) THE AMOUNT OF any CASH OR
CREDIT refund made upon any sale where the merchandise sold from the Property
covered by this Lease is thereafter returned BY THE CUSTOMER AND ACCEPTED BY
TENANT; (ii) INTEREST OR OTHER CHARGES PAID BY CUSTOMERS FOR THE EXTENSION OF
CREDIT WHERE SUCH CHARGES ARE NOT INCLUDED IN THE SALES PRICE OF THE
MERCHANDISE; (iii) sums received by Tenant from sales of trade fixtures,
equipment or other personal property provided that such property is not Tenant's
inventory or stock in trade; (iv) SUBLEASE RENTALS RECEIVED BY TENANT FROM
DOCTORS OF OPTOMETRY (OR OTHER OPTOMETRIST PERFORMING SIMILAR SERVICES AS
REFERRED TO ABOVE) AND THE GROSS SALES FROM EXAMINATIONS OR FEES CHARGED TO THE
CUSTOMER BY DOCTORS OF OPTOMETRY WHO ARE PROVIDING EYE EXAMINATIONS OR SERVICES
AT THE PROPERTY (BUT WILL NOT EXCLUDE ANY SALES OF MERCHANDISE BY SUCH DOCTORS
OF OPTOMETRY); and (v) sales taxes paid by Tenant for sales made from the
Property and collected from its customers at the time of sale. No DEDUCTION
SHALL BE MADE FROM GROSS SALES FOR ANY FRANCHISE, INCOME OR GROSS RECEIPT TAXES,
OR FOR ANY OTHER TAXES BASED UPON THE INCOME OF TENANT. IN THE PAPER OR CREDIT
ACCOUNTS WITH ITS CUSTOMERS FOR INSTALLMENT OR CREDIT SALES, THE SALES PRICE OF
THE MERCHANDISE WILL NOT BE INCLUDED IN GROSS SALES ON THE DATE OF SALE, BUT
WILL BE TREATED AND INCLUDED AS A "SALE" FOR THE FULL PRICE IN THE MONTH IN
WHICH TENANT RECEIVES THE FIRST INSTALLMENT PAYMENT FROM ITS CUSTOMER AFTER THE
DATE OF SALE (REGARDLESS OF THE TIME FOR PAYMENT OF THE BALANCE OF THE ACCOUNT).
OTHER SALES PURSUANT TO BANK CREDIT OR DEBIT CARDS OR OTHER CREDIT SALES WILL BE
TREATED AS A SALE FOR THE FULL PRICE AT THE TIME TENANT DEPOSITS THE CHARGE
SLIPS FOR REMITTANCE. HOWEVER, WHERE TENANT RECEIVES A DEPOSIT AT THE TIME OF AN
ORDER AND THE BALANCE IS PAID BY THE CUSTOMER ON DELIVERY OF THE MERCHANDISE,
THE DEPOSIT WILL BE TREATED AS A RECEIPT WHEN RECEIVED, BUT THE BALANCE WILL BE
TREATED AS A SALE AND RECEIPT BY TENANT WHEN TENANT ACTUALLY RECEIVES PAYMENT ON
DELIVERY OF THE MERCHANDISE TO THE CUSTOMER (NOT ON THE ORIGINAL DATE ON WHICH
THE CUSTOMER MADE THE DEPOSIT).

         2.9      CALCULATION AND PAYMENT OF PERCENTAGE RENT. Percentage rent
will be calculated as of the last day of the month and will be paid by Tenant
within TWENTY-FIVE (25) days after the end of the calendar month, less a credit
for the base rent for the same period previously paid by Tenant. SUCH MONTHLY
PAYMENTS OF PERCENTAGE RENT WILL BE SUBJECT TO THE ANNUAL RECONCILIATION AND
ADJUSTMENT PROVIDED IN PARAGRAPH 2.11. Whether or not any percentage rent is
owed or payable, Tenant shall submit to Landlord a written statement of Gross
Sales for each month during the lease term, within TWENTY-FIVE (25) days after
the end of each month for the prior month.

FMI FORM 201 (Jan 1992 - REVISED 4/96) RETAIL LEASE AGREEMENT      March 22,1999

* Confidential portion, which has been omitted and filed separately with the
  Commission.


                                       5

<PAGE>

         2.10     RECORDS CONCERNING GROSS SALES. Tenant shall maintain accurate
records showing Gross Sales from the Property on a monthly basis, in accordance
with industry standards for comparable businesses. Such records, consisting of
ledgers, bank deposit slips, and any other similar accounts, AND RECORDS FROM
TENANT'S POINT OF SALE DEVICES (OR DAILY SUMMARY EQUIVALENTS OR OTHER RECORDS OF
GROSS SALES OF THE TYPE RETAINED IN THE ORDINARY COURSE OF TENANT'S BUSINESS
OPERATIONS) shall be preserved for a period of 3 years after the date on which
Tenant provides its annual statement of Gross Sales to Landlord (however, if an
audit is begun or if there is a dispute regarding Gross Sales, Tenant's records
for the year being audited or that are in dispute will in any event be retained
until a final resolution of the audit or dispute). Such records shall be
available for examination or audit by Landlord following reasonable advance
notice. HOWEVER, IN NO EVENT WILL LANDLORD CONDUCT SUCH AUDITS OR EXAMINATIONS
MORE FREQUENTLY THAN ANNUALLY.

         2.11     REPORTING BY TENANT; ANNUAL RECONCILIATION AND ADJUSTMENT.
Tenant shall submit to Landlord a monthly statement of Gross Sales for each
calendar month within TWENTY-FIVE (25) days after the end of the month and an
annual statement of Gross Sales for each calendar year and partial calendar year
during the lease term within SIXTY (60) days after the end of the year. Each
monthly statement will show Gross Sales FOR EACH LOCATION (CALCULATED
SEPARATELY) and any percentage rent payable during the prior calendar month FOR
EACH LOCATION (CALCULATED SEPARATELY) . Each annual statement will show Gross
Sales and percentage rent during the prior calendar year or partial calendar
year FOR EACH PROPERTY (CALCULATED SEPARATELY), recapitulated on a monthly
basis. All statements will be deemed a certificate by Tenant as to Gross Sales
for the period in question. EACH MONTHLY AND ANNUAL STATEMENT WILL SHOW GROSS
SALES AND PERCENTAGE RENT ON A PROPERTY-BY-PROPERTY BASIS.

         AFTER LANDLORD'S RECEIPT OF TENANT'S ANNUAL STATEMENT, THERE WILL BE A
PERCENTAGE RENT RECONCILIATION AND ADJUSTMENT BETWEEN THE PARTIES. IF THE
PERCENTAGE RENT PAYMENTS MADE BY TENANT FOR EACH LOCATION (CALCULATED
SEPARATELY) ARE LESS THAN THE ACTUAL AMOUNT PAYABLE FOR THE PRIOR CALENDAR YEAR
FOR EACH LOCATION (CALCULATED SEPARATELY), TENANT WILL PAY THE DEFICIENCY IN
PERCENTAGE RENT PAYMENTS TO LANDLORD AT THE TIME TENANT SUBMITS THE ANNUAL
STATEMENT. IF TENANT'S PAYMENTS FOR THE PRIOR CALENDAR YEAR EXCEED THE ACTUAL
AMOUNT PAYABLE, LANDLORD WILL CREDIT THE DIFFERENCE AGAINST THE NEXT RENT
PAYMENTS DUE FROM TENANT, OR, AT THE END OF THE LEASE, LANDLORD WILL REFUND SUCH
EXCESS WITHIN THIRTY (30) DAYS AFTER TENANT'S REQUEST.

         2.12     LANDLORD'S RIGHT TO AUDIT; CONFIDENTIALITY. Landlord may
examine or audit any or all of the records of Tenant, and any licensee,
subtenant or franchise of Tenant or other occupant of the Property, which relate
in any manner to Gross Sales and Tenant's percentage rent computation. LANDLORD
WILL NOT EXAMINE OR AUDIT RECORDS THAT PERTAIN SOLELY TO ANY GROSS SALES FROM
EXAMINATIONS OR FEES CHARGED TO THE CUSTOMER BY DOCTORS OF OPTOMETRY WHO ARE
PROVIDING EYE EXAMINATIONS OR SERVICES AT THE PROPERTY (BUT MAY AUDIT OR EXAMINE
RECORDS OF ANY SALES OF MERCHANDISE BY SUCH DOCTORS OF OPTOMETRY). If such
examination or audit discloses that the percentage rent was understated, Tenant
shall immediately pay the percentage rent to Landlord together with interest on
the shortage of percentage rent from the dates such rent should have been paid
by Tenant. If the percentage rent was understated by more than THREE percent
(3%) AND THE CAUSE OF THE UNDERSTATEMENT OF PERCENTAGE RENT WAS TENANT'S FAILURE
TO REPORT SALES OR TENANT'S KNOWING, WILLFUL OR GROSSLY NEGLIGENT PREPARATION OR
CALCULATION OF THE GROSS SALES AND PERCENTAGE RENT AMOUNTS, EXCLUDING ROUTINE
CLERICAL ERRORS MADE BY TENANT'S ACCOUNTANTS OR EMPLOYEES, Tenant shall pay for
the costs of the audit, and if the percentage rent was understated by more than
six percent (6%), Tenant shall pay to Landlord (in addition to the percentage
rent and interest owed) an amount equal to TEN percent (10%) of the percentage
rent owed, as AN additional rent SURCHARGE. PAYMENT OF SUCH COSTS OR SURCHARGE
WILL BE in addition to any other right or remedy available under this Lease or
applicable law.

         Landlord will hold the financial and sales information obtained from
the records of Tenant in confidence, except that: (i) Landlord may submit such
reports and information in confidence (but Landlord will not be liable for any
breach of confidentiality by the recipient) to any of Landlord's mortgagees or
master lessors or to any potential or actual mortgagee or purchaser of
Landlord's interest, or to employees, directors, officers and partners of
Landlord, or to Landlord's accountants, legal counsel and professional advisors;
(ii) such reports and information may be disclosed or submitted as may be
required in connection with any litigation, arbitration or other proceeding

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between the parties; and/or (iii) such information may be disclosed or submitted
as may be legally required by any governmental or court order or law or
regulation.

3.       USE OF PROPERTY.

         3.1      PERMITTED USE. Tenant shall use the Property only for
conducting the following business and for no other purpose without Landlord's
written consent: RETAIL SALES OF OPTICAL MERCHANDISE, EYEGLASSES, CONTACT
LENSES, PRESCRIPTION AND NON-PRESCRIPTION SUNGLASSES, AND PROFESSIONAL SERVICES
BY A LICENSED DOCTOR OF OPTOMETRY (THE "PRIMARY Use") AND (AS INCIDENTAL TO SUCH
PRIMARY USE) A PORTION OF THE PROPERTY MAY BE USED AS AN EYEGLASS ASSEMBLY
LABORATORY AND TENANT MAY SELL TELESCOPES AND MICROSCOPES. FABRICATION OF LENSES
AND FRAMES AT THE PROPERTY IS NOT A PERMITTED USE. Any proposed change of such
permitted use or other material change to the retail marketing orientation or
quality of operation of the business within the Property (whether by Tenant or
by any proposed assignee, subtenant or transferee, subject nevertheless to the
restrictions on transfer stated in paragraph 9 below) are subject to the advance
written approval of Landlord in its sole BUT COMMERCIALLY REASONABLE discretion.
Landlord may withhold its approval if Tenant has not demonstrated to Landlord's
COMMERCIALLY REASONABLE satisfaction that the proposed use, retail marketing
orientation and/or quality of operation is compatible (in Landlord's sole BUT
COMMERCIALLY REASONABLE judgment) with other business operations (including
Landlord's) conducted or permitted within the Development.

         3.2      COMPLIANCE WITH LEGAL REQUIREMENTS. In connection with its
use, Tenant shall comply at its expense with all applicable laws, rules,
regulations and ordinances of all federal, state, county, municipal and other
public authorities having or claiming jurisdiction, and all recorded covenants,
conditions and restrictions affecting the Development and Building
(collectively, the "LEGAL REQUIREMENTS"), including those regarding maintenance,
operation, and use of the Property and appliances on the Property (including
signs).

         Notwithstanding the foregoing, in the event any present or future law,
ordinance, governmental rule or other Legal Requirement applicable to the
Development, including, without limitation, the American with Disabilities Act
of 1990, all amendments and supplements thereto and all applicable rules and
regulations issued thereunder (collectively referred to as the "ADA"), mandates
changes to the leased Property or Development, then Landlord will be responsible
for causing such changes to be made to the common areas and other portions of
the Development under Landlord's control, and Tenant will be responsible for
causing such changes to be made to the leased Property under Tenant's control.
If the installation of Tenant's leasehold improvements, furniture, fixtures and
equipment ("FF&E") or any subsequent work or alteration by Tenant within the
Property may require changes to the Building or common areas or other portions
of the Development in order to comply with the ADA or other governmental
requirement, then the parties will, in good faith, cooperate with each other and
resolve any dispute as to the commercial reasonableness of the proposed action
or alteration, as part of Landlord's review and decision as to whether to
consent to the action or alteration.

         3.3      HAZARDOUS SUBSTANCES. Tenant shall comply fully with all
applicable Legal Requirements pertaining to the protection of human health and
the environment, including (but not limited to) employee and community right-
to-know laws, occupational safety and health regulations, and all Legal
Requirements regarding the use, generation, storage, transportation, treatment,
disposal or other handling of hazardous substances ("ENVIRONMENTAL
REQUIREMENTS"). Tenant shall promptly advise Landlord in writing of any
hazardous substances regulated by such laws that are used, generated,
manufactured, stored, transported or otherwise handled on the Property. Tenant
shall exercise extreme care in handling any hazardous substances and shall not
cause or permit hazardous substances to be spilled, leaked, disposed of or
otherwise released on the or from the Property or on, under or into the
remainder of the Development. The only hazardous substances permitted on the
Property are cleaning products and other materials in ordinary quantities which
are used in the ordinary course of business and necessary for the conduct of
Tenant's business and which Tenant uses in strict compliance with all applicable
Environmental Requirements. The term "HAZARDOUS SUBSTANCES" is used in its very
broadest sense, and refers to materials which because of their quantity,
concentration, or physical, chemical, or infectious characteristics may cause or
pose a present or potential hazard to human health or the environment when
improperly handled, treated, stored, transported, disposed of, or otherwise
managed. The term shall include, but is not limited to, all hazardous
substances, hazardous materials and

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hazardous wastes listed by the U.S. Environmental Protection Agency and the
state in which the Property is located under the Comprehensive Environmental
Response, Compensation and Liability Act (CERCLA), the Resource Conservation and
Recovery Act (RCRA), the Toxic Substances Control Act (TSCA), and the Federal
Water Pollution Control Act (FWPCA), and comparable State statutes and other
Environmental Requirements, and specifically includes asbestos-containing
materials and petroleum products.

         3.4      INFECTIOUS WASTES. Subject to the limitations stated in
paragraphs 3.1 and 3.3, Tenant shall cause any infectious wastes to be stored,
discarded, treated, transported and disposed of in strict compliance with all
applicable Legal Requirements and Environmental Requirements.

         3.5      NO OFFENSIVE ACTIVITIES. Tenant shall not conduct or permit
any activities on the Property that create a nuisance or damage the reputation
of the Property or Development, or are offensive to Landlord or other owners or
users of adjoining property.

         3.6      SUPERVISION. Tenant shall keep the Property clean and orderly
and will cause its employees on the Property to be well-groomed and dressed in
accordance with a first-class, professional operation of Tenant's business.
Tenant will supervise its employees and cause Tenant's agents, independent
contractors, employees, customers, suppliers and invitees to conduct their
activities in such a manner as to comply with the requirements of this Lease and
the rules and regulations referenced below.

         3.7      COMMON AREAS. SUBJECT TO THE LIMITATIONS STATED IN PARAGRAPH
1.4, Landlord reserves the right at any time to change the location of, remove,
alter or add to and build on any portion of the Building, other improvements and
common areas within the Development. All access, customer parking, employee
parking and common areas within the Development shall be used in strict
compliance with Landlord's rules, regulations and requirements for such areas.

         3.8      NAME OF BUSINESS. The advertised name of the business operated
at the Property shall be as follows: "VISTA OPTICAL" (OR ANY OTHER TRADE NAME
USED FROM TIME TO TIME BY A MAJORITY OF TENANT'S STORES IN THE STATE IN WHICH
THE PARTICULAR PROPERTY IS SITUATED) . OR AS OTHERWISE APPROVED FROM TIME TO
TIME BY LANDLORD IN ITS COMMERCIALLY REASONABLE DISCRETION. Tenant may change
its advertised name at the Property TO ANY OTHER TRADE NAME APPROVED BY LANDLORD
OR OTHERWISE PERMITTED PURSUANT TO THIS PARAGRAPH, AFTER GIVING LANDLORD WRITTEN
NOTICE OF THE CHANGE IN TRADE NAME. AS TO ANY PROPERTY, TENANT'S ADVERTISING MAY
IDENTIFY TENANT'S BUSINESS AS A BUSINESS CONDUCTED "AT FRED MEYER," "IN FRED
Meyer," "AT FRED MEYER SHOPPING CENTERS," OR "IN FRED MEYER SHOPPING CENTERS,"
BUT TENANT WILL NOT OTHERWISE USE THE NAME OF FRED MEYER IN CONNECTION WITH ANY
ADVERTISING UNLESS SPECIFICALLY APPROVED IN WRITING BY LANDLORD, WHICH APPROVAL
WILL NOT BE UNREASONABLY WITHHELD IN LANDLORD'S SOLE BUT COMMERCIALLY REASONABLE
JUDGMENT.

         IN ANY STATE IN WHICH TENANT OPERATES AT LEAST ONE (1) PROPERTY UNDER
THIS LEASE (ANY SUCH STATE, A "COVERED STATE"). TENANT, ANY FRANCHISEE OF TENANT
OR ANY OTHER PERSON WITH TENANT'S AUTHORIZATION AND APPROVAL SHALL NOT, IN SUCH
COVERED STATE, OPERATE A RESTRICTED OPERATION (AS DEFINED BELOW) WITH THE
RESTRICTED TRADE NAME (AS DEFINED BELOW) DURING SUCH TIME AS THERE IS AT LEAST
ONE (1) PROPERTY OPERATED PURSUANT TO THIS LEASE (WHETHER OR NOT CURRENTLY
LEASED OR SUBSEQUENTLY ADDED TO THIS LEASE) IN THE COVERED STATE. FOR PURPOSES
OF THE FOREGOING, A "RESTRICTED OPERATION" SHALL MEAN A RETAIL VISION CENTER
LOCATED IN A HOSTED ENVIRONMENT (AS DEFINED BELOW), SUCH AS THE OPERATION OF A
RETAIL VISION CENTER AT A WALMART, ALBERTSON'S, SAFEWAY OR OTHER RETAIL CHAIN
STORE. A "HOSTED ENVIRONMENT" MEANS THE OPERATION OF A RETAIL LOCATION INSIDE
ANOTHER RETAIL STORE OR WITH AN INTERIOR ACCESS BETWEEN THE RESTRICTED OPERATION
AND THE ADJOINING RETAIL STORE. THE "RESTRICTED TRADE NAME" SHALL MEAN THE SAME,
OR SUBSTANTIALLY THE SAME, TRADE NAME AS THEN USED BY TENANT AT ANY OF THE
PROPERTIES LEASED FROM LANDLORD IN THE COVERED STATE.

         3.9      STORAGE. TRASH. Tenant shall not store anything outside except
in areas approved by Landlord. Tenant will use only trash and garbage
receptacles approved by Landlord. Tenant shall dispose of trash and other matter
in a manner acceptable to Landlord, at Tenant's expense.

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         3.10     SIGNAGE. Tenant must install and maintain its own signage on
the Property at all times and in a manner acceptable to Landlord IN ITS SOLE BUT
COMMERCIALLY REASONABLE JUDGMENT. Tenant will be required to obtain Landlord's
prior approval (IN LANDLORD'S SOLE BUT COMMERCIALLY REASONABLE JUDGMENT) of the
design, size, color, materials and other details of the signage, including
(without limitation) any window signage that can be seen from the exterior. Any
sign on the Property will be designed and constructed in compliance with
applicable sign codes and the requirements of the attached Exhibit D. If
Landlord performs a major remodeling at the Development, Tenant will be
responsible for modifying or remodeling its sign consistent with the style used
in the major remodeling and in accordance with the attached Exhibit D.

         3.11     REGULATIONS. Landlord shall have the right to make and enforce
rules and regulations consistent with this Lease for the purpose of regulating
access, parking, and the use of common areas, establishing standards and
requirements concerning the conduct and operation of business, and promoting
safety, order, cleanliness, and good service to the Property, Development and
adjacent property. Tenant will promptly comply with all such rules and
regulations. Tenant acknowledges receipt of the rules and regulations attached
as Exhibit B and agrees to comply with the same.

         3.12     COVENANT OF CONTINUOUS OPERATION AND FULL MERCHANDISING.
Tenant shall continuously use and conduct its merchandising business on the
Property AT LEAST FOR THE MINIMUM HOURS STATED BELOW. Tenant shall carry and
offer for sale at all times a full and complete stock of merchandise, and shall
maintain adequate personnel for the efficient serving of its customers. Tenant
shall not lower the quality of its merchandise or change the quality of its
business without Landlord's consent. Tenant shall use best efforts to operate
the business conducted on the Property in a diligent manner that will produce
the maximum volume of Gross Sales, consistent with prudent business practices.

         3.13     HOURS OF OPERATION. Tenant agrees to keep open and operate its
business at the Property the following hours: AT LEAST EIGHT HOURS PER DAY AND
SIX DAYS PER WEEK WITHIN BUSINESS HOURS AND DAYS AS LANDLORD'S RETAIL OPERATION
IN THE BUILDING IS OPEN FOR BUSINESS (THE "MINIMUM HOURS"). TENANT MAY ALTER ITS
DAILY HOURS OF OPENING OR CLOSING, AT TENANT'S OPTION, AND MAY KEEP ITS BUSINESS
OPEN FOR ADDITIONAL HOURS DURING THE NORMAL HOURS OF OPERATION OF BUSINESS IN
THE BUILDING. AS TO ANY SPECIAL LOCATION, IF TENANT DESIRES TO BE OPEN DURING
HOURS OTHER THAN THE NORMAL BUSINESS HOURS OF THE DEVELOPMENT, Landlord may
charge Tenant for any after hours service requirements. Tenant will not,
however, be required to be open on Christmas Day or on Thanksgiving, New Year's
Eve, New Year's Day or during any hours on any other recognized state or
national holiday on which the Fred Meyer retail operation at the Development is
not open or is closed before 11:00 p.m. Tenant will keep its hours of business
posted at the Property at all times. NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED HEREIN, TENANT MAY CLOSE ITS OPERATION AT A PROPERTY UP TO 4 HOURS
EARLY ON ONE DAY IN EACH CALENDAR QUARTER FOR THE PURPOSES OF CONDUCTING
INVENTORY. IF TENANT'S OPERATION AT A PROPERTY IS TO BE CLOSED FOR BUSINESS
DURING PART OR ALL OF A DAY ON WHICH TENANT IS TYPICALLY OPEN FOR BUSINESS (FOR
PURPOSES OF CONDUCTING INVENTORY OR OTHER REASONS, OTHER THAN "FORCE MAJEURE"
EVENTS THAT TENANT COULD NOT REASONABLY ANTICIPATE), TENANT WILL POST AND
MAINTAIN IN A LOCATION LIKELY TO BE SEEN BY TENANT'S CUSTOMERS A SIGN STATING
THE DATE AND TIME OF THE INTENDED CLOSURE DURING THE PERIOD OF AT LEAST TEN (10)
CALENDAR DAYS) BEFORE THE CLOSURE.

         3.14     COMPETITIVE BUSINESS. EXCEPT FOR THE EXCLUDED LOCATIONS STATED
BELOW, while this Lease is in effect, Tenant shall not directly or indirectly
own, operate, manage or engage in any business PROVIDING ANY OPTICAL SERVICES
within a ONE (1) mile radius of the Development. In case of violation by Tenant
of this paragraph, Landlord shall have all the rights provided in this Lease for
default, and in addition, at Landlord's option, Tenant's Gross Sales (as defined
in this Lease) on or from the similar or competing business shall be added to
and deemed a part of Tenant's Gross Sales under this Lease. In such event, such
Gross Sales from the similar or competing business within such radius are will
be treated as Tenant's Gross Sales for all purposes of this Lease, and the same
shall be computed and reported to Landlord in the same manner provided above for
the computation and accounting of Tenant's Gross Sales from the Property. Tenant
acknowledges this provision is an essential part of Landlord's agreement to
lease the Property to Tenant at the rental and on the terms contained in this
Lease and, further, that the period of time and area set forth in this paragraph
are fair and reasonable to assure Landlord of its expected

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<PAGE>

rental income, but not to control competition. HOWEVER, THIS PARAGRAPH 3.14
SHALL NOT APPLY TO ANY OF THE FOLLOWING (THE "EXCLUDED LOCATIONS"): ANY
COMPETING BUSINESS DIRECTLY OR INDIRECTLY OWNED, OPERATED OR LEASED BY TENANT AS
OF THE DATE OF THIS LEASE, OR THAT IS NOW OR HEREAFTER LOCATED WITHIN A WAL-MART
STORE, OR THAT IS ACQUIRED AS PART OF A MERGER OR ASSET ACQUISITION BY TENANT
WITH ANOTHER BUSINESS OR THAT THE OTHER PARTY IN SUCH MERGER OR ASSET
ACQUISITION MAY THEN OWN, OPERATE OR LEASE IF SUCH PARTY ACQUIRES TENANT OR
TENANT'S ASSETS IN THE MERGER OR ASSET ACQUISITION (SUBJECT TO ANY REQUIREMENTS
FOR LANDLORD'S APPROVAL UNDER PARAGRAPH 9), OR THAT IS LOCATED IN A MAJOR MALL
WITH AT LEAST TWO MAJOR DEPARTMENT STORES. ANY SUCH OPERATION IN AN EXCLUDED
LOCATION WILL NEVERTHELESS BE SUBJECT TO THE LIMITATION IN PARAGRAPH 3.8 (IF THE
EXCLUDED LOCATION IS NOT IN AN ENCLOSED MALL). A WAL-MART OR SAM'S CLUB STORE IS
NOT CONSIDERED TO BE AN "ENCLOSED MALL" EVEN IF THERE IS MORE THAN ONE INTERIOR
TENANT.

4.       MAINTENANCE AND ALTERATIONS.

         4.1      LANDLORD'S OBLIGATIONS. Landlord shall be under no obligation
to make any repairs, alterations or improvements on the Property at any time,
except as otherwise expressly required in this Lease. Subject to the terms of
paragraph 4.3 below, Landlord shall be responsible for: (i) providing water and
sewer to the Property; (ii) the repair and maintenance of the roof and structure
of the Building; AND (iii) THE ELECTRICAL, LIGHTING (BUT NOT THE LIGHT BALLASTS
AND LIGHT BULBS), PLUMBING AND SPRINKLER SYSTEMS IN THE BUILDING AND
UNDERGROUND, AND THE HEATING, VENTILATION AND AIR CONDITIONING SYSTEM ("HVAC")
SERVING THE PROPERTY; provided, however, that if Landlord is required to make
any repairs to the water or sewer system or the roof or structure OR OTHER
PORTION OF THE BUILDING OR BUILDING SYSTEMS OR HVAC REFERENCED ABOVE THAT ARE TO
BE MAINTAINED BY LANDLORD by reason of any act, neglect or omission to act of
Tenant or its employees, agents, invitees, licensees, contractors or subtenants
(SUBJECT TO THE WAIVER IN PARAGRAPH 7.4, IF APPLICABLE), Landlord shall have the
right to recover from Tenant the REASONABLE cost of the repairs, as provided in
paragraph 4.3, plus interest as provided in paragraph 11.3 below.

         4.2      WORK BY LANDLORD. Landlord shall have the right to erect
scaffolding and apparatus for the purpose of making repairs, installations,
alterations or modifications to the Building or common areas or to any portion
of the Development. Landlord shall have no liability for failure to perform
required maintenance and repair on or about the Property for which Landlord may
be responsible under this Lease, unless written notice of the needed maintenance
or repair is given by Tenant, and Landlord fails to remedy the problem within a
reasonable time after receipt of such notice. Landlord shall have no liability
for interference with Tenant's use by repairs, installations, alterations or
modifications, provided the work is performed in a manner designed to cause a
reasonable minimum of interference to Tenant.

         4.3      TENANT'S OBLIGATIONS. Tenant, at its sole cost and expense,
shall put, keep and maintain at all times all portions of the Property not
required to be maintained by Landlord under paragraph 4.1 (including, without
limitation, all tenant improvements, drains, displays, all exterior and interior
plate glass, show cases, storefront parts and moldings, doors, door jams, door
closers, door hardware, fixtures, equipment and appurtenances thereof, floors,
partitions, fixtures and equipment, and the exterior sign cabinet (if any),
including lights, LIGHT BULBS and LIGHT ballasts, and interior and any exterior
signs) in first class repair, operating condition, working order and appearance,
and in accordance with all applicable Legal Requirements, including (without
limitation) those requiring any alteration of the Property (structural or
nonstructural), subject to requirements in paragraph 4.6 below concerning
Landlord's consent to such alterations.

         The interior of the Property and Tenant's signs shall be repainted,
redecorated and refurbished by Tenant ONCE EVERY FIVE YEARS DURING THE LEASE
TERM TO THE EXTENT NECESSARY FOR TENANT TO MAINTAIN THEM IN A FIRST-CLASS
APPEARANCE AND CONDITION.

         Tenant shall also be responsible for the repair of any and all damage
caused to the Property, Building and/or Development by any act, neglect or
omission of Tenant or its employees, agents, invitees, licensees, contractors or
subtenants (SUBJECT TO THE WAIVER IN PARAGRAPH 7.4, IF APPLICABLE). The repair
of any such damage shall, at Landlord's option, either be performed by Tenant at
its expense or will be made by Landlord at Tenant's

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cost and expense. Tenant shall reimburse to Landlord ALL REASONABLE costs and
expenses incurred by Landlord IN CONNECTION WITH ANY SUCH REPAIR, within THIRTY
(30) days after submission by Landlord to Tenant of a statement of the amount
thereof. If not so paid within such 30-day period, the total amount will bear
interest as provided in paragraph 11.3 below from the date such costs were
incurred.

         4.4      ADDITIONAL EQUIPMENT. EXCEPT FOR EQUIPMENT AND MACHINERY
APPROVED BY LANDLORD WHICH TENANT WILL BE USING TO ENGAGE IN THE PERMITTED USES
DESCRIBED IN PARAGRAPH 3.1 OF THIS LEASE, Tenant shall not, without Landlord's
prior written consent (WHICH WILL NOT BE UNREASONABLY WITHHELD OR DELAYED), use
heat- generating machines or equipment or lighting other than standard lights
provided to the Property that affect the temperature otherwise maintained by the
air-conditioning system. If such consent is given, Landlord shall have the right
to install supplementary air-conditioning units in the Property and the ACTUAL,
REASONABLE cost thereof, including the ACTUAL, REASONABLE costs of installation,
operation and maintenance of such units, shall be paid by Tenant to Landlord
upon billing by Landlord. Tenant shall not install lighting or other electrical
equipment or devices requiring power in excess of the standard amounts (load and
usage) as determined from time to time by Landlord for normal office/retail use
of the Property and other premises in the Building.

         4.5      BUILDING OVERLOADS. Tenant will refrain from doing anything on
or about the Property that will cause an overload. If Landlord believes there is
an overload or a material risk of an overload, Landlord may select a qualified
electrician whose opinion will control regarding any overload of electric
circuits, or a qualified engineer or architect whose opinion will control
regarding floor overloads or other stresses. Tenant will promptly comply with
any actions recommended by the electrician, engineer or architect.

         4.6      ALTERATIONS; SIGNS. Tenant shall not alter the Property
(including, without limitation, changes in color, removals, replacements and
additions) or make any exterior or structural alterations or any material
interior alterations, or install additional electrical equipment, machinery or
any signs, without Landlord's prior written consent in each instance (WHICH WILL
NOT BE UNREASONABLY WITHHELD OR DELAYED). Any alterations or installations by
Tenant must be performed in a good and workmanlike manner and in compliance with
provisions of this Lease (including, without limitation, the provisions of the
attached Exhibit C and paragraph 3.2). All alterations and fixtures installed by
Tenant (other than trade fixtures and equipment) shall become part of the
Property and belong to Landlord upon the expiration or termination of this
Lease, subject to paragraph 12.2 below. All such work shall be done in such a
manner so as not to interfere with or disturb any other tenant or occupant of
the Building.

         4.7      REMODEL PROGRAM AND REFURBISHING; SIGNS. Subject to the
limitations and exclusions stated IN THIS PARAGRAPH, in the event Landlord
develops a plan to renovate or perform a major remodel of the portion of the
Development in which the Property is situated (collectively, a "REMODEL") and
the Remodel plan would require changes to Tenant's exterior signage, storefront,
floor covering or other portions of the Property maintained by Tenant, then the
following will apply: (i) Landlord will give Tenant at least 60 days' prior
written notice of the planned Remodel; (ii) Landlord will attempt to perform the
Remodel in an efficient manner that reasonably minimizes any interference with
Tenant's business operation; and (iii) Tenant will (at its expense) design and
reconstruct its sign to the extent necessary to give it a quality and appearance
in accord with FIRST-CLASS CONDITION AND APPEARANCE AND THE CONDITION AND
APPEARANCE OF the remainder of the Development as modified by the Remodel.
LANDLORD WILL BE RESPONSIBLE FOR INSPECTING OR EXAMINING AND NOTIFYING TENANT IF
LANDLORD DEEMS IT NECESSARY TO DO ANY WORK UNDER THIS PARAGRAPH, AND TENANT WILL
PERFORM THE SAME.

5.       TAXES; UTILITIES; COMMON EXPENSES.

         5.1      PERSONAL PROPERTY TAXES. Tenant shall pay when due all
personal property taxes assessed against its personal property, equipment or
trade fixtures on the Property.

         5.2      TAXES AND ASSESSMENTS. [THIS PARAGRAPH HAS BEEN INTENTIONALLY
DELETED BY THE PARTIES.]

         5.3      ADDITIONAL IMPOSITIONS. [THIS PARAGRAPH HAS BEEN INTENTIONALLY
DELETED BY THE PARTIES.]

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         5.4      UTILITIES. As to locations other than exterior locations,
which are separately metered, Tenant shall pay to Landlord on the 10th day of
each month, charges for utilities initially in the amount of one-twelfth of
$1.00 per square foot of gross leaseable area of the property, payable monthly.

         5.5      COMMON EXPENSES PAID BY TENANT. [THIS PARAGRAPH HAS BEEN
INTENTIONALLY DELETED BY THE PARTIES.]

6.       LIENS, INDEMNIFICATION AND LIABILITY.

         6.1      LIENS. Tenant shall pay as due all claims for work done on or
for services rendered or material furnished to the Property, and shall keep the
Property free from any liens other than liens created by Landlord. If Tenant
fails to pay such claim or to cause any lien to be released (by bonding over or
otherwise) against the Property and Development under the law of the state in
which the Development is located within 30 days after Tenant becomes aware that
such lien exists, Landlord may do so AFTER GIVING TENANT AT LEAST TEN (10) DAYS'
WRITTEN NOTICE OF LANDLORD'S INTENT TO DO SO, and collect such amount as
additional rent. Amounts paid by Landlord shall bear interest and be repaid by
Tenant as provided in paragraph 11.3 below. Such payment by Landlord shall not
constitute a waiver of any right or remedy Landlord may have because of Tenant's
default.

         6.2      INDEMNIFICATION OF LANDLORD. Tenant shall indemnify,
reimburse, hold harmless and defend Landlord for, from and against any claim,
loss, damages, expense or liability arising out of or related to any action or
inaction of Tenant or its agents, independent contractors, employees, customers,
suppliers or invitees, any condition of the Property which is the responsibility
of Tenant under this Lease, or any goods sold by Tenant from the Property
(including product liability, professional malpractice and other claims).

         6.3      LANDLORD'S LIABILITY. EXCEPT FOR LANDLORD'S OBLIGATIONS WITH
RESPECT TO ITS WARRANTY OF QUIET ENJOYMENT CONTAINED IN PARAGRAPH 13 BELOW, AND
EXCEPT FOR LANDLORD'S OWN GROSS NEGLIGENCE, SOLE NEGLIGENCE OR WILLFUL
MISCONDUCT, Landlord shall have no liability to Tenant for acts of other tenants
or users of adjacent property or acts of any third party, or for any defect in
the Property which is the responsibility of Tenant under this Lease, or for any
interruption or failure in the supply of utilities or services to the Property.

7.       INSURANCE AND DAMAGE.

         7.1      LIABILITY AND WORKERS' COMPENSATION INSURANCE. Commencing not
later than the date on which Tenant or its contractors, agents or employees are
given access to the Property to perform fixturing or other activities (the
"DELIVERY DATE"), and continuing throughout the term of this Lease, Tenant shall
continuously maintain at its expense commercial general liability insurance
applying to the use, occupancy and business operated (including products sold
and services rendered) by Tenant, or any other occupant of the Property. Such
insurance shall include broad form contractual liability insurance coverage
insuring all of Tenant's indemnity obligations under this Lease. The commercial
general liability coverage shall have a minimum combined single limit of
liability per occurrence of at least One Million Dollars ($1,000,000) per
occurrence and a general aggregate limit of at least Two Million Dollars
($2,000,000) per location and with umbrella liability excess liability insurance
with limits of not less than Five Million Dollars ($5,000,000) PER LOCATION.
Such minimum required limits and scope of coverage may be increased from time to
time by Landlord based upon industry standards for comparable business
operations. All such policies shall be written to apply to all bodily injury,
property damage, personal injury and other covered loss, however occasioned,
shall be endorsed to name Landlord as an additional insured, and shall provide
that such coverage shall be primary and that any insurance maintained by
Landlord shall be excess and non-contributing insurance. Such insurance shall
also include coverage for: (a) hired and non-owned automobile liability; (b)
products liability; and (c) excess Employer's liability insurance (if
necessary). All such insurance shall: (i) provide for severability of interest;
(ii) provide that an act or omission of one of the named or additional insureds
(excluding deliberate or intentional acts that are not covered under a general
liability policy) shall not reduce or void coverage to the other named or
additional insureds; and (iii) afford coverage for all occurrences based on
acts, omissions, injury and damage, which occurred or arose (or the onset of
which occurred or arose) in whole or in part during the term of this Lease.

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         Tenant shall also maintain Worker's Compensation insurance in
accordance with the law of the state in which the Property is located, and
Employer's liability insurance (or "Stop Gap" insurance, if the Property is
within the State of Washington) with a limit of not less than $1,000,000 each
accident.

         7.2      PLATE GLASS AND CASUALTY INSURANCE. Landlord shall be
responsible for insuring the Building. SUBJECT TO PERMITTED SELF-INSURED
ARRANGEMENTS (AS DESCRIBED BELOW), throughout the term of this Lease, Tenant
shall be responsible for maintaining so-called "all-risk" or "special form"
property insurance covering loss to Tenant's personal property, fixtures,
equipment, tenant improvements and Tenant's betterments, ON A replacement cost
BASIS AND IN AN AMOUNT SUFFICIENT TO AVOID APPLICATION OF ANY CO-INSURANCE
CLAUSE IN THE POLICY. Tenant's insurance shall include, but not be limited to,
the following: (i) earthquake coverage; (ii) flood damage coverage; (iii)
sprinkler leakage coverage; (iv) replacement cost coverage; (v) an agreed amount
endorsement; (vi) plate glass coverage sufficient to pay for the replacement of
any damage to exterior plate glass and storefront supports for the Property.
Such coverage shall also insure against any damage to the floor, doors, interior
or other portions of the Building caused by any break-in or burglary; (vii)
business interruption, in an amount that is equal to not less than six months of
Tenant's expected net profits to be earned within the specified policy year, but
in no event shall the amount of business interruption coverage be less than the
total sum of rents to be paid to Landlord under this Lease during the same
period of time; and (viii) extra expense coverage. All such policies shall be
written to apply to all covered property for loss occurring within the term of
this Lease, and shall be endorsed to add Landlord as a loss payee. In the event
of casualty, the proceeds of Tenant's property insurance policies shall, so long
as this Lease is in effect, be used for the repair or replacement of the
personal property, fixtures and equipment so insured.

         NOTWITHSTANDING THE FOREGOING, SO LONG AS TENANT IS NOT THEN IN DEFAULT
UNDER THIS LEASE, TENANT MAY SELF-INSURE PART OR ALL OF THE COVERAGES DESCRIBED
IN THE FOREGOING PARAGRAPH IN ACCORDANCE WITH THE FOLLOWING (THE "SELF-INSURED
ARRANGEMENTS"): (i) TENANT MAY SELF-INSURE THE PLATE GLASS COVERAGE REFERENCED
IN PARAGRAPH 7.2(vi) ABOVE, WITHOUT THE NEED FOR FURTHER CONSENT FROM LANDLORD;
AND/OR (ii) SO LONG AS TENANT'S SHAREHOLDER'S EQUITY EXCEEDS $50,000,000, TENANT
MAY SELF-INSURE OTHER COVERAGES, OTHER THAN PLATE GLASS, REQUIRED BY THIS LEASE
AS REFERENCED ABOVE, PROVIDED THAT THE PROGRAM OF SELF-INSURANCE IS MAINTAINED
BY TENANT FOR ITS PROPERTIES GENERALLY (AND NOT SPECIFICALLY FOR THE PROPERTY)
AND THE SELF-INSURED ARRANGEMENTS HAVE BEEN APPROVED BY LANDLORD IN ITS SOLE BUT
COMMERCIALLY REASONABLE DISCRETION. LANDLORD WILL REASONABLY APPROVE
SELF-INSURED ARRANGEMENTS THAT ARE REASONABLE IN LIGHT OF TENANT'S NET WORTH.
WITH RESPECT TO ANY CLAIM, LOSS OR LIABILITY THAT WOULD HAVE BEEN COVERED BY THE
INSURANCE POLICIES REQUIRED TO BE MAINTAINED BY TENANT BUT WHICH ARE SUBJECT TO
SELF-INSURED ARRANGEMENTS OR DEDUCTIBLES, TENANT WILL BE RESPONSIBLE FOR PAYMENT
OF THE SELF-INSURED AMOUNT OR DEDUCTIBLE ON OR FOR SUCH CLAIM, LOSS OR LIABILITY
ON THE SAME BASIS AS THE INSURANCE CARRIER WOULD HAVE BEEN IF TENANT HAD NO
SELF-INSURED ARRANGEMENTS OR DEDUCTIBLES ON SUCH INSURANCE POLICIES.

         7.3      INSURANCE POLICIES. All insurance policies required to be
carried by Tenant under this Lease shall: (i) be written by companies rated A/IX
or better in the most recent edition of "Best's Insurance guide" and authorized
to do business in the state in which the Property is located, and (ii) name any
parties designated by Landlord as additional insureds. Any self-insured
retention or deductible amounts (the "SELF-INSURED AMOUNT") under any insurance
policies required hereunder shall be subject to Landlord's prior written
approval, which shall not be unreasonably withheld. Tenant shall deliver to
Landlord on or before the Delivery Date, and thereafter at least fifteen (15)
days before the expiration dates of expiring polices, certified copies of its
insurance policies, or a certificate evidencing the same issued by the insurer
thereunder (or if such policies or certificates are not available at such date,
Tenant will provide to Landlord appropriate written confirmations or assurance
of continued coverage, to be followed by the actual policy or certificate when
available). Tenant will also provide to Landlord a certificate of insurance,
naming Landlord and Tenant as additional insureds, evidencing liability
insurance maintained by Tenant's contractor(s), which will be delivered to
Landlord prior to the Delivery Date, and (with respect to any subsequent
construction by Tenant during the lease term) prior to the date on which Tenant
commences any other construction work on the Property. If Tenant shall fail to
procure such insurance or to deliver such policies or certificates, then
Landlord may, at its option and in addition to any other remedies provided by
this Lease, procure the same for the account of Tenant, and Tenant shall pay the
cost thereof to Landlord as additional rent. With respect to any claim, loss or
liability that would have been covered by the insurance policies required to be

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maintained by Tenant but which are within the self-insured amount, Tenant will
be responsible for payment of the self-insured amount on or for such claim, loss
or liability on the same basis as the insurance carrier would have been if
Tenant had no self-insured arrangements or deductibles on such insurance
policies.

         7.4      RELEASES AND WAIVERS OF SUBROGATION. Notwithstanding any other
provision of this Lease, Landlord and Tenant each hereby release the other from
any and all liability or responsibility to the other (or anyone claiming through
or under them by way of subrogation or otherwise) for any loss or damage to the
Property, THE BUILDING, THE DEVELOPMENT, or property thereon caused by a peril
which would be covered by a standard "all-risk" property insurance policy,
whether or not such insurance is in force or is collectible, even if such loss
or damage shall have been caused by the fault or negligence of the other party,
or anyone for whom such party may be responsible. Landlord and Tenant each
hereby agree that it shall cause a clause or endorsement to be included in its
insurance policies with respect to the Property, the Building and Development
(to the extent required to make the foregoing release and waiver of subrogation
effective) to the effect that such release shall not adversely affect or impair
said policies or prejudice the right of the releasor to recover thereunder.

         7.5      RESTORATION OF DAMAGE. If fire or other casualty causes damage
to the Building in an amount exceeding 25 percent of its full
construction-replacement cost, then Landlord may elect to terminate this Lease
by giving written notice of such termination to Tenant within 60 days following
the date of damage. Otherwise, Landlord shall proceed to restore the Building to
a condition comparable in function and value to that existing prior to the
damage. The base rent AND ALL OTHER CHARGES PAYABLE TO LANDLORD UNDER THIS LEASE
FOR THE PROPERTY SO DAMAGED shall be abated during the period and to the extent
the Property is not reasonably usable for Tenant's use. If the damage does not
cause any material interference with Tenant's use, there shall be no rent
abatement. HOWEVER, IF SO MUCH OF THE BUILDING OR DEVELOPMENT IS DESTROYED THAT
TENANT CANNOT REASONABLY OPERATE BUSINESS IN THE REMAINDER OF THE PROPERTY,
TENANT WILL SO NOTIFY LANDLORD AND LANDLORD, IN LANDLORD'S SOLE BUT COMMERCIALLY
REASONABLE DISCRETION, WILL APPROVE A TEMPORARY SUSPENSION OF OPERATIONS BY
TENANT UNTIL THE DAMAGE IS REPAIRED SUCH THAT TENANT MAY RESUME OPERATION OF
BUSINESS, AND DURING THE PERIOD OF SUCH TEMPORARY SUSPENSION OF OPERATIONS, THE
MINIMUM BASE RENT AND OTHER CHARGES PAYABLE TO LANDLORD UNDER THIS LEASE SHALL
BE ABATED. Tenant shall cooperate with Landlord during the period of repair and
vacate all or any part of the Property to the extent necessary for the
performance of the required work.

         7.6      REPAIR OF TENANT'S PROPERTY. Repair, replacement, or
restoration of any fixtures, equipment and personal property owned by Tenant,
Tenant's improvements, and any additions or improvements to the Property
constructed by Tenant shall be the responsibility of Tenant regardless of the
cause of the damage. Tenant shall pay all costs of moving its property when
required in connection with the repairs of the Property for which Landlord is
responsible.

         7.7      INSURANCE REQUIREMENTS. Tenant will comply with all of the
rules and regulations of the American Insurance Association, the state Insurance
Rating Bureau and any similar bodies. Tenant will not commit any action or
permit any condition to be continued on the Property which might increase the
existing rate of any insurance policy held by Landlord. Tenant will not do or
keep anything that will cause cancellation of (or be prohibited by) Landlord's
insurance policies.

8.       CONDEMNATION.

         If the entire Development, Building or Property is condemned, or if a
portion is taken which causes the Property to be reasonably unusable for the
continued conduct of Tenant's business operation, notwithstanding any repair or
alteration by Landlord, then this Lease shall terminate as of the date upon
which possession of the Property is taken by the condemning authority.
Otherwise, Landlord shall proceed to make necessary repairs and alterations to
the Property to permit Tenant to continue its operation of the Property thereon,
except for repairs to Tenant's property for which Tenant is responsible under
paragraph 7.6 above. The base rent shall be abated during the period of
restoration to the extent the Property is not reasonably usable for Tenant's
use, and shall be reduced for the remainder of the lease term to the extent and
in the same proportion as the reduction in rentable area of the Property. All
condemnation proceeds shall belong to Landlord, except for any separate award
available from the

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condemning authority and specifically made to Tenant for interruption of
business, moving expenses, or the taking of Tenant's trade fixtures. All
condemnation proceeds related to the taking of the Development, Building and
Property shall belong to Landlord. To the extent permitted by law, Tenant may
pursue a separate claim against the condemning authority for interruption of
business, moving expenses, or the taking of Tenant's equipment, signage,
improvements and other property of Tenant at the Property, and any other damages
available under applicable law, but such separate claims shall not diminish
Landlord's claim for the Property, the Building or for Landlord's reversionary
interest in the land under the Property or for the taking of other portions of
the Development. TENANT WILL USE ANY PORTION OF THE AWARD ATTRIBUTABLE TO SUCH
TENANT IMPROVEMENTS OR PROPERTY OF TENANT AT THE PROPERTY TO PAY THE COSTS OF
RESTORATION OR REPAIR TO THE TENANT IMPROVEMENTS OR TENANT'S PROPERTY FOR WHICH
TENANT IS RESPONSIBLE AS PROVIDED ABOVE. Sale of all or a part of the Property
to a purchaser with the power of eminent domain in the face of a threat or the
probability of the exercise of the power shall be treated as a taking by
condemnation. Landlord need not incur expenses for restoration in excess of the
amount of condemnation proceeds received by Landlord after payment of all
reasonable costs, expenses and attorneys' fees paid or incurred by Landlord in
connection with the condemnation.

9.       TRANSFERS BY TENANT.

         9.1      PROHIBITION OF TRANSFER. Except as otherwise set forth below,
Tenant shall not assign, mortgage, pledge, hypothecate or encumber the Property
or Tenant's leasehold estate, or sublet any portion of the Property, or license
the use of any portion of the Property, or otherwise transfer any interest in
the Property (whether voluntary, involuntary, by operation of law or otherwise)
(collectively, all of the foregoing are a "TRANSFER"), without the prior written
consent of Landlord, IN ITS COMMERCIALLY REASONABLE DISCRETION. If Tenant (now
or hereafter) is a corporation, limited liability company, general partnership,
limited partnership or other entity, then a transfer of a controlling interest
in such entity will be deemed a transfer of Tenant's leasehold estate; provided,
that so long as Tenant's stock is publicly held and traded on a recognized
national stock exchange OR ON NASDAQ, no transfer of stock of Tenant will be
deemed a transfer of this Lease. If Tenant's stock is not so publicly held and
traded on a recognized national stock exchange, then a transfer of a controlling
interest in the ownership of Tenant will be deemed a transfer of Tenant's
leasehold estate. Landlord shall not be liable for failure to give such consent
UNLESS LANDLORD DID NOT ACT IN GOOD FAITH IN RESPONDING TO THE REQUEST FOR
CONSENT (BUT THIS LIMITATION WILL NOT AFFECT TENANT'S RIGHT TO PURSUE
DECLARATORY OR OTHER ACTION TO REQUIRE LANDLORD TO GIVE ITS CONSENT IN
ACCORDANCE WITH THE STANDARD STATED IN THE FIRST SENTENCE OF THIS PARAGRAPH, AND
IF TENANT IS THE PREVAILING PARTY IN SUCH ACTION, THE TERMS OF PARAGRAPH 14.16
SHALL APPLY). Any attempted transfer without consent shall be null and void and,
at the option of Landlord, will cause termination of this Lease. If Tenant
requests consent to a proposed transfer, Tenant or the prospective transferee
will pay a review fee of $200 at the time of the request, for application to
Landlord's reasonable expenses (legal and administrative) in reviewing the
request for consent to transfer, which expenses will be paid by Tenant or the
prospective transferee, but will not exceed $2,500 IN THE AGGREGATE FOR ALL
PROPERTIES COVERED BY THE REQUEST FOR CONSENT (WHETHER ONE, MORE THAN ONE OR ALL
PROPERTIES COVERED BY THIS LEASE).

                  NOTWITHSTANDING THE FOREGOING, THE PARTIES AGREE THAT
SUBLEASES TO AN APPROVED OPTOMETRIST AND ASSIGNMENTS TO AFFILIATES WILL BE
SUBJECT TO THE FOLLOWING TERMS, WHICH MODIFY THE FOREGOING PROVISIONS FOR
LANDLORD'S CONSENT:

                  9.1.1    SUBLEASE TO APPROVED OPTOMETRIST. LANDLORD WILL
CONSENT TO A SUBLEASE OF A PORTION OF THE PROPERTY TO DOCTORS OF OPTOMETRY OR
ANY REPUTABLE PERSON OR ENTITY LICENSED IN THE STATE IN WHICH THE PROPERTY IS
LOCATED TO PRACTICE OPTOMETRY. NO FEE WILL BE CHARGED BY LANDLORD FOR REVIEWING
AND CONSENTING TO SUCH SUBLEASE;

                  9.1.2    ASSIGNMENT TO AFFILIATE WITH RELEASE OF TENANT.
LANDLORD WILL CONSENT TO AN ASSIGNMENT OF ALL OR A PORTION OF TENANT'S INTEREST
UNDER THIS LEASE TO A SUBSIDIARY OR AFFILIATED CORPORATION WITH A NET WORTH AT
LEAST EQUAL TO TENANT, SO LONG AS TENANT OWNS AT LEAST 51 PERCENT OF THE VOTING
STOCK OF THE ASSIGNEE. UPON ASSUMPTION OF TENANT'S OBLIGATIONS IN CONNECTION
WITH THIS LEASE, PURSUANT TO AN

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ASSUMPTION AGREEMENT AND BY AN ASSIGNEE CORPORATION PREVIOUSLY APPROVED BY
LANDLORD, TENANT SHALL BE RELEASED FROM LIABILITY WITH RESPECT TO THE INTEREST
SO TRANSFERRED; AND

                  9.1.3    ASSIGNMENT TO AFFILIATE WITHOUT RELEASE OF TENANT. SO
LONG AS TENANT IS NOT THEN IN DEFAULT, TENANT MAY ASSIGN OR TRANSFER ALL OR A
PORTION OF TENANT'S INTEREST UNDER THIS LEASE TO A SUBSIDIARY OR AFFILIATED
CORPORATION, PROVIDED THAT THE ASSIGNEE ASSUMES TENANT'S OBLIGATIONS IN
CONNECTION WITH THIS LEASE, PURSUANT TO AN ASSUMPTION AGREEMENT TO BE PREPARED
BY TENANT OR THE TRANSFEREE AND TO BE REASONABLY APPROVED BY LANDLORD PRIOR TO
THE TRANSFER, AND PROVIDED THAT TENANT IS NOT BEING LIQUIDATED OR DISSOLVED AND
TENANT IS NOT BEING RELEASED FROM LIABILITY WITH RESPECT TO THE INTEREST SO
TRANSFERRED;

                  9.2      NOTICE AND CONSENT. If Tenant desires to transfer any
interest for which Landlord's consent is required under paragraph 9.1, Tenant
shall, in each instance, notify Landlord at least 30 days before the effective
date of such intended transfer and will pay the review fee stated above (EXCEPT
THAT NO REVIEW FEE IS REQUIRED UNDER PARAGRAPHS 9.1.1 OR 9.1.3). AS TO ANY
SUBLEASE UNDER PARAGRAPH 9.1.1, TENANTS' NOTICE WILL CONTAIN THE NAME AND
LICENSE INFORMATION FOR THE DOCTOR OF OPTOMETRY. AS TO ANY ASSIGNMENT WITHOUT
RELEASE OF LIABILITY OR LIQUIDATION OF TENANT PURSUANT TO PARAGRAPH 9.1.3,
TENANT'S NOTICE WILL CONTAIN THE NAME AND STATE OF INCORPORATION OF THE ASSIGNEE
AND ENOUGH INFORMATION FOR LANDLORD TO VERIFY THAT THE ASSIGNMENT MEETS THE
REQUIREMENTS OF PARAGRAPH 9.1.3. AS TO ANY OTHER TRANSFER UNDER PARAGRAPH 9.1
(OTHER THAN PARAGRAPHS 9.1.1 OR 9.1.3), Tenant's notice will contain reasonable
detail concerning the nature of the proposed transaction, the date thereof, the
identity of the transferee and nature of its business, the financial worth of
the transferee and its prior business experience (if applicable), the
transferee's business and financial references, and such financial statements
and other information as Landlord may REASONABLY require. If Landlord consents
to the proposed transfer, a condition to such consent is that the transferee
shall agree in writing for the benefit of Landlord to be bound by and to comply
with the terms of this Lease (except that this sentence will not apply to any
lender who only holds a secured interest in Tenant's personal property).

                  9.3      OBLIGATIONS AFTER TRANSFER. The giving of such
consent in one instance shall not preclude the need for Tenant to obtain
Landlord's consent to further transfers where such consent is required. If
Tenant is permitted to make any transfer, Tenant and any Guarantor(s) or
co-obligor(s) of Tenant's obligations under this Lease shall not be relieved of
their respective obligations, but shall remain primarily liable to Landlord for
performance of all such obligations, EXCEPT AS SPECIFICALLY PROVIDED IN
PARAGRAPH 9.1.2.

10.      DEFAULT.

         The following shall be events of default:

         10.1     PAYMENT DEFAULT. Failure of Tenant to pay any rent or other
charge under this Lease within FIFTEEN (15) days after it is due.

         10.2     UNAUTHORIZED TRANSFER. Tenant makes any transfer without
Landlord's prior written consent, as (AND TO THE EXTENT) required under
paragraph 9.1.

         10.3     ABANDONMENT OF PROPERTY. Tenant abandons the Property, for
which purpose "ABANDONS" means a failure by Tenant to occupy and use the
Property for one or more of the purposes permitted under this Lease for a total
of 3 consecutive days or more OR FIVE (5) DAYS (WHETHER OR NOT CONSECUTIVE) OR
MORE during the lease term, unless such failure is excused under other
provisions of this Lease.

         10.4     DEFAULT IN OTHER COVENANTS. Failure of Tenant to comply with
any other term or condition or fulfill any other obligation of this Lease within
20 days after written notice by Landlord specifying the nature of the default
with reasonable particularity. If the default is of such a nature that it cannot
be remedied fully within the 20-day period, this requirement shall be satisfied
if Tenant begins correction of the default within the 20-day period and
thereafter proceeds with reasonable diligence and in good faith to effect the
remedy as soon as practicable (but shall

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nevertheless cause the default to be fully remedied not later than sixty (60)
days after the date of Landlord's first notice).

         10.5     INSOLVENCY DEFAULTS. Dissolution, termination of existence,
insolvency on a balance sheet basis or business failure of Tenant; the
commencement by Tenant of a voluntary case under the federal bankruptcy laws or
under any other federal or state law relating to insolvency or debtor's relief;
the entry of a decree or order for relief against Tenant in an involuntary case
under the federal bankruptcy laws or under any other applicable federal or state
law relating to insolvency or debtor's relief and such is not dismissed within
60 days; the appointment of or the consent by Tenant to the appointment of a
receiver, trustee, or custodian of Tenant or of any of Tenant's property; an
assignment for the benefit of creditors by Tenant; Tenant's failure generally to
pay its debts as such debts become due; the making or suffering by Tenant of a
fraudulent transfer under applicable federal or state law; concealment by Tenant
of any of its property in fraud of creditors; the making or suffering by Tenant
of a preference within the meaning of the federal bankruptcy law; or the
imposition of a lien through legal proceedings or distraint upon any of the
property of Tenant which is not discharged or bonded within 60 days. During any
period in which there is a Guarantors(s) of this Lease, each reference to
"Tenant" in this paragraph shall be deemed to refer to "Guarantor or Tenant,"
separately.

11.      REMEDIES ON DEFAULT.

         Upon default, Landlord may exercise any one or more of the following
remedies, or any other remedy available under applicable law:

         11.1     RETAKE POSSESSION; EXERCISE OF OTHER RIGHTS. Landlord may
re-enter and retake possession of the Property, without notice, either by
summary proceedings, any other applicable action or proceeding, or otherwise.
Landlord may use the Property for Landlord's own purposes or relet it upon any
reasonable terms without prejudice to any other remedies that Landlord may have
by reason of Tenant's default. Landlord may effect a removal of any furniture,
furnishings, trade fixtures or other property of Tenant and place it in public
storage for Tenant's account. Tenant shall be liable to Landlord for the cost of
removal, restoration, transportation to storage, and storage, with interest on
all such expenses at the same rate as provided in paragraph 11.3 below. None of
these actions will be deemed an acceptance of surrender by Tenant.

         IF THE NATURE OF THE DEFAULT IS THAT IT RELATES TO A PARTICULAR
PROPERTY (E.G., IF TENANT FAILS TO PAY THE REQUIRED RENT AS TO A PROPERTY, BUT
DOES PAY IT WITH RESPECT TO OTHER PROPERTIES), THEN LANDLORD'S REMEDIES FOR
DEFAULT SHALL BE LIMITED TO THOSE THAT RELATE TO THE PROPERTY THAT IS IN
DEFAULT; THAT IS, LANDLORD MAY RETAKE POSSESSION, TERMINATE THE LEASE, CURE THE
DEFAULT (UNDER PARAGRAPH 11.3) OR TAKE OTHER ACTION FOR DEFAULT SOLELY AGAINST
THE PROPERTY THAT IS IN DEFAULT OR AGAINST TENANT (BY CLAIM AND ACTION FOR
DAMAGES) AND NOT BY DECLARING A DEFAULT AS TO OTHER PROPERTIES COVERED BY THIS
LEASE.

         11.2     DAMAGES FOR DEFAULT. Whether or not Landlord retakes
possession or relets the Property, Landlord may recover all damages caused by
the default (including but not limited to unpaid rent, attorneys' fees relating
to the default, and costs of reletting). Landlord may sue periodically to
recover damages as they accrue during the remainder of the lease term without
barring a later action for further damages. Landlord may at any time bring an
action for accrued damages plus damages for the remaining lease term equal to
the difference between the rent specified in this Lease and the reasonable
rental value of the Property for the remainder of the term, discounted to the
time of judgment at the rate of NINE PERCENT (9%) per annum.

         11.3     CURE OF TENANT'S DEFAULT. Without prejudice to any other
remedy for default, Landlord may perform any obligation or make any payment
required to cure a default by Tenant. The cost of performance, including
attorneys' fees and all disbursements, shall immediately be repaid by Tenant
upon demand, together with interest from the date of expenditure until fully
paid at the rate of 18 percent per annum, but not in any event at a rate greater
than the maximum rate of interest permitted by law.

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         11.4     PERCENTAGE RENT. If at the time of any default Gross Sales
from the Property are sufficient to cause percentage rent in excess of the
monthly base rent amount to be payable, or if Tenant has previously made such
payments to Landlord, then in computing damages the monthly Gross Sales for
purposes of computing percentage rent for the remainder of the calendar year and
subsequent calendar years will be regarded as the higher of (i) the average
Gross Sales for the 12 months immediately prior to the default, or (ii) the
average Gross Sales for the prior 2 full calendar years. Any damage computation
shall consider that percentage rent would have been paid during the remainder of
the lease term based upon such average monthly Gross Sales.

12.      SURRENDER AT EXPIRATION.

         12.1     CONDITION OF PROPERTY. Upon expiration of the lease term or
earlier termination on account of default, Tenant shall deliver all keys to
Landlord and surrender the Property in first-class condition. DEPRECIATION AND
WEAR FROM ORDINARY USE FOR THE PURPOSE FOR WHICH THE PROPERTY WAS LET NEED NOT
BE RESTORED, BUT ALL REPAIR FOR WHICH TENANT IS RESPONSIBLE SHALL BE COMPLETED
TO THE LATEST PRACTICAL DATE PRIOR TO SUCH SURRENDER. All repair for which
Tenant is responsible shall be completed to the latest practical date prior to
such surrender.

         12.2     FIXTURES AND INSTALLATIONS. Upon expiration of the lease term
or earlier termination on account of default, Tenant shall remove all of its
furnishings, furniture, and trade fixtures that remain the property of Tenant.
ALL FIXTURES PLACED UPON THE PROPERTY DURING THE LEASE TERM OR PURSUANT TO THE
ORIGINAL LEASE OF THE PROPERTY BETWEEN THE PARTIES THAT PRE-DATED THIS LEASE
(EXCEPT TENANT'S OWN TRADE FIXTURES) SHALL, AT LANDLORD'S OPTION, BECOME THE
PROPERTY OF LANDLORD ON EXPIRATION OR TERMINATION OF THIS LEASE. TENANT will
remove any alterations, improvements and installations made by Tenant that
Landlord requires Tenant to remove, as Landlord may specify on expiration or
termination of this Lease, except any that Landlord has specifically agreed in
writing may remain on the Property after expiration or termination of this
Lease. Tenant will restore any physical damage caused by such removal
(including, without limitation, resurfacing or covering holes in the walls,
floors or other parts of the Property and any necessary repainting to put the
Property in the condition required by this Lease). If Tenant fails to do so,
such failure shall, at Landlord's option, be deemed an abandonment of the
property and Landlord may retain the property and all rights of Tenant with
respect to it shall cease or, by notice in writing given to Tenant within 20
days after removal was required, Landlord may elect to hold Tenant to its
obligation of removal. If Landlord elects to require Tenant to remove, Landlord
may effect a removal and place the property in public storage for Tenant's
account. Tenant shall be liable to Landlord for the cost of removal,
restoration, transportation to storage, and storage, with interest on all such
expenses as provided in paragraph 11.3 above.

                  THE TIME FOR REMOVAL OF ANY PROPERTY OR FIXTURES THAT TENANT
IS REQUIRED TO REMOVE FROM THE PROPERTY AS PROVIDED ABOVE SHALL BE AS FOLLOWS:
(i) IF THIS LEASE EXPIRES OR IS TERMINATED ON ACCOUNT OF DEFAULT, ON OR BEFORE
THE DATE THE LEASE TERMINATES; AND (ii) IF THIS LEASE IS OTHERWISE TERMINATED IN
ACCORDANCE WITH ITS TERMS, ON OR BEFORE 30 DAYS AFTER THE DATE OF THE NOTICE OF
TERMINATION.

         12.3     HOLDOVER. If Tenant does not vacate the Property at the time
required, Landlord shall have the option to treat Tenant as a tenant from month
to month, subject to all of the provisions of this Lease (except that the term
will be month to month and the initial base rent will be 125 percent of the base
rent then being paid by Tenant), or to eject Tenant from the Property and
recover damages caused by wrongful holdover. Failure of Tenant to remove
property or installations which Tenant is required to remove under paragraph
12.2 shall constitute a failure to vacate to which this paragraph shall apply if
the property or installations not removed substantially interferes with
occupancy of the Property by another tenant or with occupancy by Landlord for
any purpose including preparation for a new tenant. If a month-to-month tenancy
results from a holdover by Tenant, the tenancy shall be terminable at the end of
any monthly rental period on written notice from Landlord given not less than 20
days prior to the termination date which shall be specified in the notice.
Tenant waives any notice which would otherwise be provided by law with respect
to month-to-month tenancy.

FMI FORM 201 (Jan 1992 - REVISED 4/96) RETAIL LEASE AGREEMENT     March 22, 1999

                                       18

<PAGE>

13.      WARRANTY OF QUIET ENJOYMENT; PRIOR MATTERS.

         13.1     WARRANTY OF QUIET ENJOYMENT. So long as Tenant complies with
all terms of this Lease, Tenant shall be entitled to peaceable and undisturbed
possession of the Property free from any interference by Landlord or those
claiming through Landlord.

         13.2     PRIOR MATTERS. The Property is subject and subordinate to (i)
any construction, operation and reciprocal easement agreement (the "REA") now or
hereafter in effect with respect to the Development, and (ii) applicable zoning
and code requirements. Any REA shall not prevent Tenant from using the Property
for the purposes set forth in paragraph 3.1.

14.      GENERAL PROVISIONS.

         14.1     TIME OF ESSENCE. Time is of the essence of the performance of
each of Tenant's obligations under this Lease.

         14.2     MODIFICATIONS. This Lease may not be modified except by A
FORMAL WRITTEN MODIFICATION OF THIS LEASE WHICH HAS BEEN DATED AND MUTUALLY
executed by the parties. Landlord shall not be bound by any statement of any
agent or employee modifying this Lease.

         14.3     NO APPURTENANCES. This Lease does not create any rights to
light and air by means of openings in the walls of the Building, any rights or
interests in parking facilities, any view rights or restrictions on changes or
additions to or within the Development, or any other rights, easements or
licenses, by implication or otherwise, except as expressly set forth in this
Lease or its exhibits.

         14.4     NO ENCUMBRANCING BY TENANT. Landlord will not be subordinating
its interest in the Property to any financing by Tenant. Any such financing by
Tenant will not be secured by the Property or Tenant's leasehold estate, but may
be secured by Tenant's furnishings, furniture and trade fixtures that Tenant is
permitted to remove pursuant to paragraph 12.2 and other terms of this Lease and
applicable law.

         14.5     NONWAIVER. No waiver will be effective unless it is in
writing, signed by an authorized person, and otherwise meeting the requirements
for modifications of this Lease. Waiver of performance of any provision shall
not be a waiver of nor prejudice the party's right otherwise to require
performance of the same provision or any other provision.

         14.6     SUCCESSION. Subject to the limitations on transfer of Tenant's
interest, this Lease shall bind and inure to the benefit of the parties, their
respective heirs, successors, and assigns.

         14.7     INSPECTION. Landlord or its authorized representatives may
enter at any reasonable time to determine Tenant's compliance with this Lease,
to make necessary repairs, or (after at least 24 hours' notice) to show the
Property to any actual or prospective mortgagees or purchasers or, during the
last 180 days of the Lease term, to prospective tenants.

         14.8     RELOCATION OF PROPERTY. From time to time during the lease
term, BUT SUBJECT TO ANY APPLICABLE LIMITATION IN PARAGRAPH 1.4, Landlord may
(and reserves the right at any time to) remodel, change, remove, alter or add
improvements within the Development and change the location of the Building
and/or Property.

                  Landlord will notify Tenant at least NINETY (90) days PRIOR TO
the intended date of relocation or temporary closure (for ease of reference,
either the date on which either such event will occur is referred to as the
"RELOCATION DATE") and provide Tenant with a site plan and other information
about the temporary or permanent relocation that Landlord desires to make. The
parties will promptly discuss the terms of the relocation and any temporary
closure required to do the remodel or other work, and any adjustment required to
this Lease as a result of such relocation and/or temporary closure, including
(without limitation) the re-calculation of the base rental (on

FMI FORM 201 (Jan 1992 - REVISED 4/96) RETAIL LEASE AGREEMENT     March 23, 1999

                                       19

<PAGE>

a per square foot basis) for any increase or decrease in the gross area of the
substitute premises (the "SUBSTITUTE PREMISES").

                  In addition, within 10 days after receipt of Landlord's
notice, Tenant will provide to Landlord a written statement, certified by
Tenant, as to the not-yet-amortized remaining balance (determined in the same
manner as for federal income tax purposes by Tenant), as shown on Tenant's
records (the "IMPROVEMENT BALANCE") of the cost of Tenant's improvements (the
"IMPROVEMENT COST") to the Property which were installed by Tenant at (or before
OR DURING) the commencement of the Lease term, if any (excluding trade fixtures,
equipment and other personal property that Tenant is permitted or required to
remove on expiration or termination of this Lease and excluding any
improvements, additions and alterations by Tenant installed during the Lease
term IF NOT MADE WITH LANDLORD'S CONSENT OR FOR WHICH LANDLORD'S CONSENT IS NOT
REQUIRED UNDER THE TERMS AND LIMITATIONS IN THIS LEASE).

                  If Landlord's remodel would cause the Property to be closed
for business for more than FIFTEEN (15) days, and/or if Landlord is proposing a
permanent relocation of the Property to Substitute Premises, and if the parties
do not mutually agree upon the terms for such closure and/or relocation and
execute a memorandum evidencing such terms within 20 days after Landlord's
notice of the Relocation Date as provided above, either party may elect in its
discretion to terminate this Lease by written notice to the other. If Tenant
elects to terminate this Lease, Tenant will surrender and vacate the Property
not later than the Relocation Date, and upon completion of such actions both
parties will be released from any further liability to each other under this
Lease. If Landlord elects to terminate this Lease as permitted above, Tenant
will surrender and vacate the Property not later than 10 days after receipt of
Landlord's notice of termination or the Relocation Date, whichever is later, and
Landlord will pay the Improvement Balance to Tenant upon its surrender and
vacation of the Property.

                  If Tenant is relocated as permitted above, and this Lease is
not so terminated, then the parties will cooperate in effecting the relocation,
including any necessary relocations to temporary space while demolition,
remodeling, reconstruction or other work is being performed to make the Building
and/or Substitute Premises ready for Tenant's occupancy. Costs related to any
such relocation will be handled as follows: (i) if the relocation occurs PRIOR
TO the fifth (5TH) anniversary of the date on which Tenant first opened for
business at the Property (whether under this Lease or under the lease that
preceded this Lease), then Landlord will be solely responsible for causing
Tenant to be moved, paying the costs of moving and installing Tenant's property
and readying the SHELL OF THE Substitute Premises for Tenant's use AND WILL PAY
OR REIMBURSE TENANT FOR THE REASONABLE OUT-OF-POCKET COST OF PREPARING PLANS AND
SPECIFICATIONS FOR THE INSTALLATIONS AND WORK NEEDED TO THE SUBSTITUTE PREMISES;
(ii) IF the relocation occurs AFTER the fifth (5TH) anniversary of the date on
which Tenant first opened for business at the Property (whether under this Lease
or under the lease that preceded this Lease), then Landlord will be responsible
for readying the SHELL OF THE Substitute Premises (for THE INSTALLATION OF
TENANT'S FIXTURES AND FOR TENANT'S INSTALLATION OF TILE, CARPET AND PAINTING),
AND FOR DOING THE WORK REQUIRED TO PROVIDE IT WITH UTILITIES AND OTHER
IMPROVEMENTS AT LEAST AS GOOD AS THE CONDITION REQUIRED BY THIS LEASE AT THE
TIME OF THE ORIGINAL DELIVERY OF THE LOCATION TO TENANT; AND (iii) Tenant will
be responsible for PREPARATION OF ITS PLANS AND SPECIFICATIONS, PERFORMING AND
PAYING THE COST OF INSTALLATION OF TENANT'S FIXTURES, AND TENANT'S INSTALLATION
OF TILE, CARPET AND PAINTING, AND EFFECTING THE MOVE ITSELF TO THE NEW LOCATION.

                  THE PARTIES DESIRE TO MINIMIZE THE POSSIBILITY OF ANY
POTENTIAL LOSS OR EXPENSE RELATED TO TENANT'S REFURBISHING A PROPERTY AND THEN
THEREAFTER BEING REQUIRED TO RELOCATE (TEMPORARILY OR PERMANENTLY). AT THE TIME
TENANT REQUESTS CONSENT FOR A REFURBISHING OR NOTIFIES LANDLORD IN WRITING
PURSUANT TO PARAGRAPH 4.6 (OR OTHERWISE) OF A PLAN TO REFURBISH OR ALTER THE
PROPERTY, THE PARTIES WILL TAKE THE FOLLOWING STEPS: (i) TENANT WILL NOTIFY
LANDLORD OF ITS ESTIMATE OF THE COST OF DOING THE REFURBISHING OR OTHER
ALTERATION, INCLUDING REASONABLE DETAIL AS TO THE ESTIMATED COST FOR
INSTALLATIONS; (ii) LANDLORD WILL PROMPTLY NOTIFY TENANT AS TO WHETHER THE
BUILDING AT WHICH THE PROPERTY IS LOCATED IS SCHEDULED DURING THE NEXT 3 YEARS
FOR A MAJOR REMODEL THAT MAY REQUIRE TENANT TO RELOCATE (TEMPORARILY OR
PERMANENTLY), AS PROVIDED ABOVE; AND (iii)WHEN TENANT COMPLETES ITS REFURBISHING
OR OTHER ALTERATION, TENANT WILL PROVIDE TO LANDLORD A STATEMENT IN REASONABLE
DETAIL SHOWING THE COSTS FOR INSTALLATIONS AND WORK DONE TO THE PROPERTY. IF
LANDLORD NOTIFIES TENANT THAT THE BUILDING IS NOT SCHEDULED FOR A MAJOR REMODEL
THAT WOULD REQUIRE ANY RELOCATION OF THE

FMI FORM 201 (Jan 1992 - REVISED 4/96) RETAIL LEASE AGREEMENT     March 22, 1999

                                       20
<PAGE>

PROPERTY (TEMPORARILY OR PERMANENTLY), AND IF TENANT THEN PROCEEDS TO REFURBISH
OR OTHERWISE ALTER THE PROPERTY IN ANTICIPATION THAT NO MAJOR REMODEL OF THE
BUILDING BY LANDLORD WOULD OCCUR WITHIN SUCH 3-YEAR PERIOD, AND IF LANDLORD WAS
INCORRECT AND A MAJOR REMODEL IS MADE WITHIN SUCH 3-YEAR PERIOD PURSUANT TO
WHICH TENANT IS REQUIRED TO RELOCATE (TEMPORARILY OR PERMANENTLY), THEN THE
COSTS OF RELOCATION WILL BE HANDLED IN ACCORDANCE WITH SUBPARAGRAPH (i) OF THE
PRECEDING PARAGRAPH, AND NOT SUBPARAGRAPH (ii) OF THE PRECEDING PARAGRAPH
(REGARDLESS OF WHETHER THE RELOCATION IS PRIOR TO OR AFTER THE FIFTH (5TH)
ANNIVERSARY AS SET FORTH THEREIN).

                  IF AS A RESULT OF A RELOCATION TENANT IS REASONABLY UNABLE TO
OPERATE BUSINESS AT THE LOCATION FOR MORE THAN 72 HOURS, THEN Base rent AND
OTHER CHARGES PAYABLE TO LANDLORD UNDER THIS LEASE will be abated under this
Lease during the period and to the extent that Tenant is reasonably unable to
operate its business during such relocation process. After completion of the
relocation, there shall be no rent abatement or other change to the terms of
this Lease (other than the relocation of the Property to the Substitute Premises
and the re-calculation of the base rent, based on any increase or decrease in
its area).

         14.9 CUSTOMER RELATIONS. Tenant shall use its best efforts to maintain
good relations with customers and will provide first-rate customer service to
its customers. Justified customer complaints shall be dealt with to the
satisfaction of the customer.

         14.10 MASTER LEASE BY LANDLORD. This Lease is and shall be subject and
subordinate to any master lease now or hereafter existing between Landlord as
lessee and the fee owner or underlying landlord ("MASTER LANDLORD") as lessor,
covering the Development, and to all renewals, modifications, consolidations,
replacements, and extensions thereof (the "MASTER LEASE"). Landlord will perform
its obligations under such Master Lease. Upon Landlord's request, Tenant will
promptly execute any confirmation of subordination or any tenant estoppel
certificate required by the Master Landlord with respect to this Lease. Landlord
will have no obligation, express or implied, to exercise any renewal option(s)
in the Master Lease.

         14.11 ATTORNMENT. IN the event any proceedings are brought for
foreclosure, or in the event of the exercise of the power of sale under any
mortgage or trust deed made by Landlord covering the Property, Tenant shall
attorn to the purchaser upon any such foreclosure or sale and recognize such
purchaser as Landlord under this Lease.

         14.12 SUBORDINATION. This Lease is subordinate to any existing Master
Lease or mortgage lien on the real property at which the Property is situated.
In addition, this Lease shall be subordinate to the lien of any trust deed,
mortgage or other security instrument (collectively, "MORTGAGE") hereafter
placed upon the Building or other property, and to any and all advances made on
the security thereof, and to all renewals, modifications, consolidations,
replacements, and extensions thereof. If any such party elects (in its
discretion) to have this Lease prior to the lien of its Mortgage, or to grant a
non-disturbance and attornment commitment under any such Master Lease, and shall
give written notice thereof to Tenant, this Lease shall be deemed prior to such
Mortgage held by such party so electing and will survive any termination of
Landlord's interest in the Property or under the Master Lease, as applicable,
whether this Lease is dated prior or subsequent to the date of such Master Lease
or Mortgage or the date of recording thereof. This Lease may be terminated by
the holder of such Mortgage or the Master Landlord (in its discretion) in the
event Landlord's interest in the Property is acquired upon judicial or
nonjudicial foreclosure or by deed-in-lieu of foreclosure or upon termination or
expiration of such Master Lease. Upon any such election to terminate, Tenant
will continue to pay rent and perform its obligations under this Lease with
respect to the Property through the effective date of termination and will
vacate and surrender the Property on the effective date of termination.

         14.13 ESTOPPEL CERTIFICATES. Within 10 days after Landlord's written
request, Tenant shall deliver a written statement stating the date to which the
rent and other charges have been paid, whether the Lease is unmodified and in
full force and effect, and any other matters that may reasonably be requested by
Landlord. Failure to do so within such 10-day period will be a default under
this Lease and will not require further notice from Landlord or grace period to
cure. In addition, Tenant hereby grants to Landlord an irrevocable power of
attorney,

FMI FORM 201 (Jan 1992 - REVISED 4/96) RETAIL LEASE AGREEMENT     March 22, 1999

                                       21
<PAGE>

coupled with an interest, to execute, in Tenant's name and stead, any estoppel
certificate or subordination instrument required under this paragraph or
paragraph 14.12 above, if Tenant fails to do so within such 10-day period.

         14.14 FINANCIAL CONDITION. Tenant will promptly notify Landlord in
writing of (i) any material adverse change in the liquidity or financial
condition of Tenant or any of its partners (if applicable) or any guarantor(s)
of this Lease, or (ii) any suit, governmental action, claim or other proceeding
pending or threatened in writing which may have a material adverse effect on or
involving the Property, Tenant or any partner(s) or guarantor(s) of Tenant's
obligations or their respective business operation, condition (financial or
otherwise) or prospects. Tenant, any of its partners and any guarantor(s) (as
applicable) will promptly provide to Landlord on request such credit reports,
current financial statements, balance sheets and other documents and information
pertaining to the financial condition and obligations of Tenant, any of its
partners or any guarantor(s), in reasonable detail, and, where applicable,
certified by such party or parties and (where applicable and as required by
Landlord) prepared by qualified accountant or QUALIFIED BOOKKEEPER, as Landlord
may REASONABLY require from time to time.

         14.15 NOTICES. Any consent, approval, notice or demand (individually,
and collectively, a "NOTICE" or "NOTICES") which may or are required or
permitted to be given by either party to the other hereunder shall be in
writing. All Notices shall be sent by United States Mail, certified or
registered mail, return receipt requested, or by recognized overnight courier
service (such as Federal Express), or by facsimile or other telecommunication
device capable of transmitting and creating a written record (PROVIDED, THAT
WITHIN ONE BUSINESS DAY AFTER THE TRANSMISSION OF ANY SUCH FACSIMILE NOTICE OR
NOTICE USING ANOTHER TELECOMMUNICATION DEVICE REFERENCED ABOVE THE PARTY WILL
FOLLOW UP THE NOTICE BY SENDING A TRUE COPY OF THE NOTICE TO THE OTHER PARTY BY
UNITED STATES MAIL OR BY RECOGNIZED OVERNIGHT COURIER SERVICE OR SOME OTHER
METHOD OF TRANSMITTAL OTHER THAN THE FACSIMILE OR TELECOMMUNICATION DEVICE), or
personally. Notices are effective on receipt. Each party shall give notice to
the other or its address for Notices by written Notice to the other. Unless a
party designates another address for Notice (by Notice given pursuant to this
paragraph), Notices shall be sent to the following addresses:

<TABLE>
<CAPTION>
    IF MAILED TO LANDLORD, THEN TO:        IF BY OVERNIGHT COURIER TO LANDLORD, THEN TO:
--------------------------------------     ---------------------------------------------
<S>                                        <C>
Fred Meyer Stores, Inc.                    Fred Meyer Stores, Inc.
PO Box 42121                               3800 SE 22nd Avenue
Portland, OR 97242-0121                    Portland, OR 97202
Attn:  Beverly Stautz, Vice President      Attn:  Beverly Stautz, Vice President
Property Management Department             Property Management Department
Telephone No.: (503) 797-3121              Telephone No.: (503) 797-3121
Facsimile No.: (503) 797-3545              Facsimile No.: (503) 797-3545

WITH A COPY TO:                            WITH A COPY TO:

Fred Meyer Stores, Inc.                    Fred Meyer Stores, Inc.
PO Box 42121                               3800 SE 22nd Avenue
Portland, OR 97242-0121                    Portland, OR 97202
Attn: Attn: Corporate Legal Department     Attn: Corporate Legal Department
Telephone No.:  (503) 797-7390             Telephone No.: (503) 797-7390
 Facsimile No.: (503) 797-5623             Facsimile No.: (503) 797-5623
</TABLE>

<TABLE>
<CAPTION>
    IF MAILED TO TENANT, THEN TO:          IF BY OVERNIGHT COURIER TO TENANT, THEN TO:
--------------------------------------     -------------------------------------------
<S>                                        <C>
VISTA EYECARE, INC.                        VISTA EYECARE, INC.
ATTENTION: BARRY FELD                      ATTENTION: BARRY FELD
PO BOX 1000                                296 GRAYSON HIGHWAY
LAWRENCEVILLE, GA 30045                    LAWRENCEVILLE, GA 30046
TELEPHONE NO.: (770) 822-3600              TELEPHONE NO.: (770) 822-3600
FACSIMILE NO.: (770) 822-3601              FACSIMILE NO.: (770) 822-3601
</TABLE>

FMI FORM 201 (Jan 1992 - REVISED 4/96) RETAIL LEASE AGREEMENT     March 22, 1999

                                       22
<PAGE>

For the purpose of this Lease, the term "RECEIPT" shall mean the earlier of any
of the following: (i) the date of delivery of the Notice to the address
specified pursuant to this paragraph as shown on the return receipt or by the
records of the courier, (ii) the date of actual receipt of the Notice by the
office of the person or entity specified pursuant to this paragraph, or (iii) in
the case of refusal to accept delivery or inability to deliver the Notice, the
earlier of (A) the date of the attempted delivery or refusal to accept delivery,
(B) the date of the postmark on the return receipt, or (C) the date of receipt
by the sending party of notice that the Notice has been refused or cannot be
delivered. With respect to any notice sent by facsimile or other
telecommunication device, the term "RECEIPT" will mean electronic verification
that transmission to the recipient was completed, if such transmission occurs
during the normal business hours, or otherwise on the next business day after
the date of transmission.

         14.16 ATTORNEYS' FEES. In the event suit or action is instituted to
interpret or enforce the terms of this Lease, the prevailing party shall be
entitled to recover from the other party such sum as the court may adjudge
reasonable as attorneys' fees, in addition to all other sums provided by law. As
used in this Lease, the term "ATTORNEYS' FEES" OR "EXPENSES" (or similar
references to attorneys' fees and costs or expenses of Landlord) shall mean all
attorneys' and paralegals' fees and expenses, whether in an action or
proceeding, upon appeal there from or in connection with any petition for review
or action for rescission, or in a case or proceeding under the Bankruptcy Code
or successor statute, including the adjudication of any issues that particularly
relate thereto, or in connection with any other action to enforce any provision
of this LEASE.

         14.17 RELATIONSHIP OF PARTIES. The relationship of the parties to this
Lease is that of landlord and tenant. Landlord is not a partner or joint
venturer or joint employer with Tenant in any respect or for any purpose in the
conduct of Tenant's business or otherwise. The provisions of this Lease for
payment by Tenant of percentage rent pursuant to paragraph 2 are solely for the
purpose of providing a method for measuring and ascertaining rental payments.
Landlord is making no opening or operating covenants or any representations,
express or implied, regarding any other business in the Development, whether
operated by Landlord or any third party, and shall have no liability to Tenant
if any such business either fails to commence operations or hereafter ceases
operations.

         14.18 NON-OCCUPANCY AND CONCESSION RECAPTURE. Landlord has provided
certain concessions and agreed to incur certain expenses (including, without
limitation, any initial "free rent" period, broker's commissions and certain
tenant improvement and other work), in reliance upon Tenant's warranty that
Tenant shall faithfully and fully perform in a timely manner all terms and
conditions of this Lease. Accordingly, if Tenant fails to occupy the Property or
subsequently defaults in performance of its obligations hereunder during the
first 24 months of the Lease term, the concessions and such expenses will be
immediately due and payable to Landlord as additional rent and will be paid to
Landlord on demand. This paragraph will not apply after the first 24 months of
the Lease term if Tenant continues to occupy and is not in default through the
first 24 months of the Lease term.

         14.19 APPLICABLE LAW. This Lease will be governed and construed in
accordance with the laws of the State in which the Development is situated.

         14.20 PRIOR AGREEMENTS. The parties have attached various exhibits to
this Lease containing additional terms, which are incorporated in this Lease by
this reference as though fully set forth in this Lease. This Lease is the
entire, final, and complete agreement of the parties with respect to the matters
set forth in this Lease, and supersedes and replaces all written and oral
agreements previously made or existing by and between the parties or their
representatives (including, without limitation, any letter of intent) with
respect to such matters.

         14.21 VALIDITY OF PROVISIONS. If any of the provisions contained in
this Lease shall be invalid, illegal, or unenforceable in any respect, the
validity of the remaining provisions contained in this Lease shall not be
affected.

         14.22 NATURE OF MULTIPLE LOCATION LEASE AND CROSS-DEFAULT. [THIS
PARAGRAPH HAS BEEN INTENTIONALLY DELETED BY THE PARTIES.]

FMI FORM 201 (Jan 1992 - REVISED 4/96) RETAIL LEASE AGREEMENT     March 22, 1999

                                       23
<PAGE>

         14.23 JOINT AND SEVERAL LIABILITY. In the event Tenant now or
subsequently consists of more than one person, firm or corporation, then all
such persons, firms or corporations, then all such persons, firms or
corporations shall be jointly and severally liable as Tenant under this Lease.

         14.24 COUNTERPARTS. This Lease may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
(when so executed and delivered) shall be deemed to be an original, and all of
which (when taken together) shall constitute one and the same instrument.

         14.25 LANDLORD'S OBLIGATIONS. The term "LANDLORD" (as used in this
Lease) shall be limited to mean and include only the person or entity holding
the interest of lessor/landlord under this Lease (or any mortgagee-in-
possession, during the time period of its possession), at the time in question.
In the event of any transfer(s) of the title of the Property, the Landlord (and
in case of any subsequent transfers or conveyances, the then grantor) shall be
automatically freed and relieved of its liabilities accruing from and after the
date of such transfer BUT WITHOUT RELEASING THE TRANSFEROR FROM ANY LIABILITY
FOR A MATTER THAT ACCRUED PRIOR TO THE DATE OF TRANSFER).

                  Notwithstanding anything contained in the preceding paragraph
or in any other provision of this Lease, THE FOLLOWING WILL APPLY: (i) Tenant
shall look solely to the estate and interest of Landlord, its successors and
assigns, in the Development (and any condemnation, insurance or other proceeds
thereof) for the collection of any judgment (or other judicial process) against
Landlord based upon the breach by Landlord of any of the terms, conditions or
covenants of this Lease on the part of Landlord to be performed, and no other
property or assets of Landlord shall be subject to levy, execution or other
enforcement procedures for the satisfaction of Tenant's remedies under or with
respect to either this Lease, the relationship of Landlord and Tenant under this
Lease, or Tenant's use and occupancy of the Property; (ii) NO officer, director,
trustee, partner, principal, agent or other third person, other than Landlord,
will be liable for any default or breach by Landlord; AND (iii) IF Landlord now
or hereafter is a partnership, trustee(s) of a trust, limited liability company
or other entity, then the partners, trustee(s), members of the limited liability
company or owners of the entity will not be liable personally for the
performance of this Lease by Landlord.

         14.26 BROKERS. Each party will defend, indemnify and hold the other
party harmless from any claim, loss or liability made or imposed by any third
party claiming a commission or fee in connection with this transaction and
arising out of its own conduct.

         14.27 NO OFFER OR OPTION; NO RECORDATION. The submission of this Lease
for examination by Tenant does not constitute an offer or an option to lease the
Property, nor is it intended as a reservation of the Property or the benefit of
Tenant. On the contrary, it is expressly understood that this Lease shall not be
effective or binding upon the parties until it is fully executed by both Tenant
and Landlord. This Lease will NOT be recorded.

                  NEITHER THE DELIVERY OF THIS LEASE TO TENANT FOR EXECUTION NOR
THE DELIVERY OF ANY SIGNED LEASE TO LANDLORD WILL CREATE A BINDING CONTRACTUAL
OBLIGATION, OR A LEASE CONTRACT BY ESTOPPEL OR OTHERWISE, BETWEEN THE PARTIES.
THIS LEASE MUST BE SIGNED AND DELIVERED TO LANDLORD AT ITS ADDRESS STATED ABOVE
NOT LATER THAN 5 PM (PACIFIC TIME) ON ________________199___, AND LANDLORD WILL
HAVE 10 DAYS AFTER RECEIPT OF THE SIGNED LEASE TO ACCEPT AND EXECUTE THIS LEASE,
AND IF NOT SO SIGNED AND EXECUTED WITHIN SUCH TIME PERIODS, THIS LEASE WILL BE
NULL AND VOID AND OF NO EFFECT.

                           [NO MORE TEXT ON THIS PAGE]

FMI FORM 201 (Jan 1992 - REVISED 4/96) RETAIL LEASE AGREEMENT     March 22, 1999

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                  IN WITNESS WHEREOF, the parties have executed this Lease as of
the date first above written.

LANDLORD:                              TENANT:

FRED MEYER STORES, INC.,               VISTA EYECARE, INC.,
A DELAWARE CORPORATION, ROUNDUP        A GEORGIA CORPORATION
CO., A WASHINGTON CORPORATION,
GRAND CENTRAL, INC., A UTAH
CORPORATION, AND FRED MEYER OF
ALASKA, INC., AN ALASKAN CORPORATION

By: /s/ BEVERLY STAUTZ                 By: /s/ Barry J. Feld
    ----------------------------           -------------------------------------
Name printed: BEVERLY STAUTZ,          Name printed: Barry J. Feld
Title: VICE PRESIDENT, PROPERTY        TITLE: President and Coo
        MANAGEMENT DEPARTMENT          Dated: 4-23-99

                                       By: /s/ Mitchell Goodman
                                           -------------------------------------
                                       Name printed: Mitchell Goodman
                                       Title: Sup, General Counsel and Secretary
                                       DATED: 4-23-99

                                       Phone: (770) 822-3600

Dated: 4/26/99                         Facsimile (if  any): (770) 822-3601

                                       Social Security Number or Federal
                                       Taxpayer Identification Number:

                                       EIN#  58-1910859
                                       -----------------------------------------
                                       Name, address and telephone number at
                                       which a representative of Tenant can be
                                       contacted outside of business hours:

                                       Barry J. Feld
                                       296 Grayson Hwy
                                       Lawrenceville, Ga Zip: 30045

                                       Phone: 770-822-2384

                                       Facsimile (if any): 770-822-2027
                                       [NOTE: FRED MEYER REQUIRES THAT TWO
                                       AUTHORIZED CORPORATE OFFICERS MUST
                                       EXECUTE THIS LEASE  FOR TENANT.]

FMI FORM 201 (Jan 1992 - REVISED 4/96) RETAIL LEASE AGREEMENT     March 22, 1999

                                       25
<PAGE>

                                    EXHIBIT A

                             ADDITIONAL PROVISIONS

1.       SECURITY DEPOSIT.

         Upon execution of this Lease, Tenant has paid a security deposit to
Landlord in the amount of $NONE The deposit shall be held by Landlord to secure
all payments and performances due from Tenant under this Lease. Landlord may
commingle the deposit with its funds and will owe no interest on the deposit.
Landlord may apply the deposit to the cost of performing any obligation which
Tenant fails to perform within the time required by this Lease, but such
application by Landlord shall not be the exclusive remedy for Tenant's default.
If the deposit is applied by Landlord, Tenant shall pay the sum necessary to
replenish the deposit to its original amount upon Landlord's demand. To the
extent not applied by Landlord, the deposit shall be refunded to Tenant within
30 days after expiration of the lease term.

2.       TENANT'S OPTION TO RENEW LEASE.

         2.1      RENEWAL OPTION. Subject to satisfaction of the other
conditions stated below, Tenant will have the option to renew this Lease for ONE
(1) additional renewal term, as provided below, provided that each of the
following conditions is satisfied: (i) Tenant shall not have failed to pay rent
or charges required under this Lease within 10 days after it is due on three (3)
or more occasions in the 24-month period prior to exercise of the renewal option
(whether or not Landlord has exercised remedies for such failure or Tenant has
subsequently cured the late payments); (ii) no event of default shall be
outstanding as of the time the option is exercised and at the time the renewal
term is to commence; and (iii) the Master Lease term must extend to the end of
such renewal term. The renewal term will be for FIVE (5) year (60 calendar
month) term, commencing on the day following expiration of the preceding term.
The other terms and conditions of this Lease will remain the same during the
renewal term, except that the monthly base rent shall be as provided in
paragraph 2.2 below and Tenant will have no further option to renew this Lease.
Exercise of the renewal option shall be by notice given at least 180 days prior
to expiration of the preceding term. THIS LEASE MAY BE RENEWED ONLY AS TO ALL
LOCATIONS WHICH ARE THEN PART OF THE PROPERTY THAT IS SUBJECT TO THIS LEASE (AND
TENANT MAY NOT RENEW ITS LEASE AS TO SOME LOCATIONS AND NOT OTHERS).

         2.2      BASE RENT DURING RENEWAL TERM. During the renewal term(s), the
monthly base rent shall be ADJUSTED AS SET FORTH IN PARAGRAPH 2.2 OF THE LEASE.

         2.3      PROCEDURE FOR RENT ARBITRATION. [THIS SECTION HAS BEEN
INTENTIONALLY DELETED BY THE PARTIES.]

         2.4      ADJUSTMENT OF BASE RENT DURING MIDDLE OF RENEWAL TERM. [THIS
SECTION HAS BEEN INTENTIONALLY DELETED BY THE PARTIES.]

         2.5      ADJUSTMENT OF SECURITY DEPOSIT. [THIS SECTION HAS BEEN
INTENTIONALLY DELETED BY THE PARTIES.]

3.       LOCATIONS THAT ARE THE INITIAL PROPERTY.

         ATTACHED AS PART OF THIS EXHIBIT IS A SCHEDULE (EXHIBIT A-3) OF ALL
PROPERTY THAT IS INITIALLY SUBJECT TO THIS LEASE. THE SPECIAL LOCATIONS WILL BE
ADDED TO THIS LEASE, BUT WITH DIFFERENT RENT AND RELATED PROVISIONS, PURSUANT TO
THE ADDENDUM #1 TO LEASE EXECUTED CONTEMPORANEOUSLY HEREWITH.

4.       LANDLORD'S AND TENANT'S WORK GENERALLY AS TO ADDITIONAL LOCATIONS.

         4.1      ADDITIONAL LEASES. LANDLORD IS NOT OBLIGATED TO OFFER ANY
ADDITIONAL LOCATIONS TO TENANT OR TO GIVE TENANT A RIGHT OF FIRST REFUSAL, FIRST
OPPORTUNITY TO LEASE OR OTHER OPPORTUNITIES OF ANY KIND TO LEASE ADDITIONAL
LOCATIONS. IF LANDLORD IN FACT OFFERS, AND TENANT ACCEPTS AN OFFER OF,
ADDITIONAL LOCATIONS, AS

FMI FORM 201 (Jan 1992 - REVISED 4/96) RETAIL LEASE AGREEMENT     March 22, 1999

<PAGE>

EVIDENCED BY A FULLY EXECUTED LEASE ADDENDUM, SUPPLEMENT OR AMENDMENT TO THIS
LEASE, THEN LANDLORD WILL BE RESPONSIBLE FOR PERFORMING WORK TO PREPARE A
LOCATION (ALSO REFERRED TO HEREIN, INDIVIDUALLY, AS AN "ADDITIONAL LOCATION"
AND, COLLECTIVELY, AS "ADDITIONAL LOCATIONS") FOR TENANT'S USE IN ACCORDANCE
WITH THE TERMS OF THE LEASE AND ITS EXHIBITS AND WITH THE LEASE ADDENDUM,
SUPPLEMENT OR AMENDMENT THAT ADDED THE ADDITIONAL LOCATION TO THE LEASE. THE
LEASE ADDENDUM, SUPPLEMENT OR AMENDMENT THAT ADDED THE ADDITIONAL LOCATION TO
THE LEASE WILL SPECIFY WHICH OF THE ATTACHED EXHIBITS WILL APPLY TO THE
ADDITIONAL LOCATION.

         4.2      DELIVERY OF POSSESSION. LANDLORD SHALL HAVE NO LIABILITY FOR
DELAYS IN DELIVERY OF POSSESSION CAUSED BY LABOR DISPUTES, SHORTAGES OF
MATERIALS, ACTS OF GOD, HOLDOVER BY PRIOR TENANTS, OR OTHER CAUSES. TENANT WILL
NOT HAVE THE RIGHT TO TERMINATE THIS LEASE BECAUSE OF DELAY IN THE DELIVERY OF
POSSESSION FOR ANY REASON. HOWEVER, THE COMMENCEMENT DATE AND TENANT'S
OBLIGATION TO PAY RENT (INCLUDING, BASE RENT, PERCENTAGE RENT AND "ADDITIONAL
RENT") WILL BE DELAYED UNTIL POSSESSION IS DELIVERED TO TENANT AND THE BUILDING
IS OPEN AND BEING OPERATED FOR BUSINESS TO THE GENERAL PUBLIC. DELIVERY OF
POSSESSION WILL OCCUR WHEN TENANT ACTUALLY OCCUPIES THE ADDITIONAL LOCATION OR
WHEN THE ADDITIONAL LOCATION IS AVAILABLE FOR OCCUPANCY BY TENANT WITH THE WORK
REQUIRED BY THIS LEASE TO BE PERFORMED BY LANDLORD SUBSTANTIALLY COMPLETED. THE
TERM "SUBSTANTIALLY COMPLETED" MEANS THAT ITEMS OF LANDLORD'S WORK ARE
COMPLETED, EXCEPT FOR ANY ITEMS WHOSE SUBSEQUENT COMPLETION WILL NOT INTERFERE
WITH TENANT'S WORK AND WHICH ARE SHOWN ON ANY "PUNCH LIST" WHICH THE PARTIES
PREPARE AND MUTUALLY APPROVE IN WRITING PRIOR TO ANY ENTRY FOR COMMENCEMENT OF
TENANT'S WORK. LANDLORD SHALL NOT BE REQUIRED TO PERFORM ANY WORK TO READY THE
PROPERTY FOR TENANT'S OCCUPANCY UNLESS THE PARTIES HAVE DESCRIBED THE WORK TO BE
PERFORMED IN THE LEASE ADDENDUM, SUPPLEMENT OR AMENDMENT THAT ADDS THE
ADDITIONAL LOCATION TO THIS LEASE.

         4.3      TENANT'S PLANS. TENANT WILL PROMPTLY PROVIDE TO LANDLORD PLANS
AND OTHER INFORMATION CONCERNING THE LAYOUT, DESIGN, CONSTRUCTION, AND OPERATION
OF TENANT'S AREA (INCLUDING, WITHOUT LIMITATION, SALE DISPLAY AND STORAGE AREAS,
TENANT'S EQUIPMENT AND PERSONAL PROPERTY, SIGNS AND ELECTRICAL EQUIPMENT, AND
REQUIREMENTS), WHICH WILL BE SUBJECT TO LANDLORD'S REVIEW AND APPROVAL.

         4.4 LANDLORD'S WORK. LANDLORD WILL NOT BE REQUIRED TO PERFORM ANY WORK
TO READY THE ADDITIONAL LOCATION FOR TENANT'S OCCUPANCY, EXCEPT FOR THE
INSTALLATION OF DEMISING WALLS, UTILITY SERVICES REASONABLY REQUIRED BY TENANT,
STUBBING IN OF THE HVAC TO THE POINT OF OUTLET ON THE ADDITIONAL LOCATION, AND
ELECTRICAL OUTLETS AND STANDARD LIGHTING FOR THE BUILDING. LANDLORD WILL NOTIFY
TENANT WHEN THE ADDITIONAL LOCATION IS READY FOR THE INSTALLATION OF TENANT
IMPROVEMENTS AND TENANT'S TRADE FIXTURES AND EQUIPMENT. TENANT WILL CONCLUSIVELY
BE DEEMED TO HAVE AGREED THAT THE ADDITIONAL LOCATION IS IN GOOD AND
SATISFACTORY CONDITION, UNLESS TENANT NOTIFIES LANDLORD IN WRITING, WITHIN 30
DAYS AFTER THE RECEIPT OF LANDLORD'S NOTICE, OF THE CONDITION OF THE ADDITIONAL
LOCATION THAT DOES NOT CONFORM TO THIS LEASE AND THE LEASE ADDENDUM, SUPPLEMENT
OR AMENDMENT THAT ADDS THE ADDITIONAL LOCATION TO THIS LEASE.

         4.5      APPROVAL OF WORK. UPON COMPLETION AND TENANT'S APPROVAL OF
LANDLORD'S WORK, TENANT WILL ACCEPT THE ADDITIONAL LOCATION IN THE CONDITION
WHICH IT MAY THEN BE, AS IS.

         4.6      EARLY OCCUPANCY. IF TENANT ENTERS THE ADDITIONAL LOCATION
PRIOR TO SUBSTANTIAL COMPLETION OF LANDLORD'S WORK, FOR THE PURPOSE OF
INSTALLING TENANT IMPROVEMENTS AND FIXTURES OR EQUIPMENT, TENANT SHALL HOLD
LANDLORD HARMLESS AND INDEMNIFY LANDLORD FOR ANY LOSS OR DAMAGE TO TENANT'S
PROPERTY, FIXTURES, EQUIPMENT AND MERCHANDISE AND FOR INJURY TO ANY PERSONS, AND
TENANT WILL BE RESPONSIBLE FOR PAYING FOR ANY ADDITIONAL WORK OR ANY INCREASED
COSTS RESULTING FROM SUCH EARLY OCCUPANCY.

         4.7      TENANT'S WORK. TENANT WILL BE RESPONSIBLE FOR PERFORMING ALL
TENANT IMPROVEMENTS AND ANY ADDITIONAL WORK REQUIRED TO MAKE THE ADDITIONAL
LOCATION READY FOR THE OPERATION OF TENANT'S BUSINESS. ALL WORK WILL BE PROMPTLY
PERFORMED IN A GOOD AND WORKMANLIKE MANNER AND THE COSTS PAID BY TENANT. ANY
ALTERATIONS OR IMPROVEMENTS TO THE ADDITIONAL LOCATION WILL BE SUBJECT TO
LANDLORD'S PRIOR REVIEW AND APPROVAL.

FMI FORM 201 (Jan 1992 - REVISED 4/96) RETAIL LEASE AGREEMENT     March 22, 1999

                                        2
<PAGE>

5.       STORE CLOSURES BY LANDLORD. LANDLORD MAY IN THE FUTURE DETERMINE THAT
AN ENTIRE DEVELOPMENT OR LANDLORD'S RETAILING OPERATION WITHIN A BUILDING SHOULD
BE SHUT DOWN. IN THAT EVENT, SO LONG AS THE BUSINESS JUDGMENT OF LANDLORD IS
EXERCISED IN GOOD FAITH AND NOT PRIMARILY FOR THE PURPOSE OF DENYING TENANT
RIGHTS IT WOULD OTHERWISE HAVE UNDER THIS LEASE, THEN UPON 120 DAYS' NOTICE TO
TENANT, THE RIGHTS OF TENANT UNDER THE LEASE AND ITS LEASE OF THE PROPERTY AT
SUCH DEVELOPMENT MAY BE TERMINATED BY LANDLORD.

                  IN ADDITION, IF LANDLORD IN THE FUTURE DETERMINES THAT AN
ENTIRE DEVELOPMENT OR LANDLORD'S RETAILING OPERATION WITHIN A BUILDING SHOULD BE
SHUT DOWN, TENANT WILL ALSO HAVE THE RIGHT AND OPTION TO TERMINATE THIS LEASE AS
TO THE DEVELOPMENT OR BUILDING THAT HAS BEEN OR IS BEING SHUT DOWN. IN THE EVENT
LANDLORD NOTIFIES TENANT THAT LANDLORD IS SHUTTING DOWN RETAIL OPERATIONS AT A
DEVELOPMENT OR WITHIN A BUILDING, BUT HAS NOT ALSO SPECIFIED THAT THE LEASE AT
THE DEVELOPMENT OR BUILDING IS BEING TERMINATED, THEN TENANT MAY NOTIFY
LANDLORD, NOT LATER THAN THIRTY (30) DAYS AFTER RECEIPT OF LANDLORD'S NOTICE
THAT LANDLORD IS SHUTTING DOWN RETAIL OPERATIONS AT A DEVELOPMENT OR WITHIN THE
BUILDING, THAT TENANT ELECTS TO TERMINATE THIS LEASE (THE EFFECTIVE DATE OF
TENANT'S TERMINATION OF THIS LEASE MAY BE AT ANY TIME ON OR AFTER THE DATE OF
DELIVERY OF THE NOTICE TO LANDLORD, BUT NOT LATER THAN THIRTY (30) DAYS
THEREAFTER).

                  THE PARTIES DESIRE TO MINIMIZE THE POSSIBILITY OF ANY
POTENTIAL LOSS OR EXPENSE RELATED TO TENANT'S REFURBISHING A PROPERTY AND THEN
HAVING LANDLORD ELECT THEREAFTER TO SHUT DOWN RETAIL OPERATIONS AT THE
DEVELOPMENT OR BUILDING AT WHICH TENANT DOES THE REFURBISHING. AT THE TIME
TENANT REQUESTS CONSENT FOR A REFURBISHING OR NOTIFIES LANDLORD IN WRITING
PURSUANT TO PARAGRAPH 4.6 (OR OTHERWISE) OF A PLAN TO REFURBISH THE PROPERTY,
THE PARTIES WILL TAKE THE FOLLOWING STEPS: (I) TENANT WILL NOTIFY LANDLORD OF
ITS ESTIMATE OF THE COST OF DOING THE REFURBISHING OR OTHER ALTERATION,
INCLUDING REASONABLE DETAIL AS TO THE ESTIMATED COST FOR INSTALLATIONS; (IF)
LANDLORD WILL PROMPTLY NOTIFY TENANT AS TO WHETHER LANDLORD'S RETAILING
OPERATION AT THE BUILDING AT WHICH THE PROPERTY IS LOCATED IS SCHEDULED TO BE
SHUT DOWN DURING THE THEN-CURRENT TERM OF THIS LEASE AND (III)WHEN TENANT
COMPLETES ITS REFURBISHING OR OTHER ALTERATION, TENANT WILL PROVIDE TO LANDLORD
A STATEMENT, CERTIFIED BY TENANT AND IN REASONABLE DETAIL, SHOWING THE COSTS FOR
INSTALLATIONS AND WORK DONE TO THE PROPERTY. IF LANDLORD NOTIFIES TENANT THAT
LANDLORD'S RETAILING OPERATION AT THE BUILDING IS NOT SCHEDULED TO BE SHUT DOWN
DURING THE THEN-CURRENT TERM OF THIS LEASE, AND IF TENANT THEN PROCEEDS TO
REFURBISH THE PROPERTY IN ANTICIPATION THAT NO SHUTTING DOWN OF OPERATIONS BY
LANDLORD WOULD OCCUR WITHIN THE THEN-CURRENT TERM OF THIS LEASE, AND IF LANDLORD
WAS INCORRECT AND A SHUTTING DOWN OF RETAIL OPERATIONS IS MADE DURING THE
THEN-CURRENT TERM OF THIS LEASE, AND IF THIS LEASE IS TERMINATED BY LANDLORD OR
TENANT UNDER THIS PARAGRAPH, THEN LANDLORD SHALL PAY TO TENANT, UPON TENANT'S
SURRENDER AND VACATION OF THE PROPERTY, THE NOT-YET-AMORTIZED "IMPROVEMENT
BALANCE." FOR THIS PURPOSE, THE "IMPROVEMENT BALANCE" WILL BE AS DEFINED, AND
WILL BE DETERMINED ON THE SAME BASIS AS PROVIDED, IN PARAGRAPH 14.8 (PROVIDED
THE IMPROVEMENTS WERE MADE WITH LANDLORD'S CONSENT OR WERE IMPROVEMENTS FOR
WHICH LANDLORD'S CONSENT WAS NOT REQUIRED UNDER THE TERMS AND LIMITATIONS OF THE
LEASE). TENANT WILL PROVIDE A WRITTEN, CERTIFIED STATEMENT AS TO THE IMPROVEMENT
COST AND IMPROVEMENT BALANCE AND THE PARTIES WILL OTHERWISE CONFORM TO THE TERMS
AND PROCEDURES IN THE THIRD FULL PARAGRAPH OF PARAGRAPH 14.8 WITH RESPECT TO THE
DETERMINATION OF THE AMOUNT TO BE PAID TO TENANT.

6.       DISCLAIMERS. NOTHING IN THIS LEASE OR ANY OTHER AGREEMENT, CONDUCT OR
ACTION OF THE PARTIES WILL BE CONSTRUED TO LIMIT LANDLORD'S RIGHT TO MERGE WITH
OR INTO ANY PARENT, AFFILIATED OR OTHER ENTITY OR TO LIMIT THE TRADE NAME(S),
STYLE OF OPERATION OR OTHER ASPECTS OF LANDLORD'S BUSINESS OPERATIONS. WHETHER
OR NOT LANDLORD MAY CONTINUE TO OPERATE A BUILDING AS A FRED MEYER RETAIL STORE
IS A DECISION THAT THE SENIOR MANAGEMENT OF LANDLORD (AND OF LANDLORD'S
CORPORATE PARENT(S)) MAY MAKE IN THE FUTURE ON A STORE-BY-STORE BASIS. NOTHING
IN THIS LEASE OR ANY OTHER AGREEMENT, CONDUCT OR ACTION OF THE PARTIES WILL BE
DEEMED TO REQUIRE LANDLORD TO CONTINUE TO OPERATE A BUILDING AS A FRED MEYER
RETAIL STORE. FURTHERMORE, LANDLORD (OR ITS CORPORATE PARENT(S)) MAY FROM TIME
TO TIME DECIDE TO SHUT DOWN THE FRED MEYER RETAIL STORE OR CHANGE ITS FORMAT,
TRADE NAME AND/OR STYLE OF OPERATION TO THAT OF A NON-FRED MEYER RETAIL
FACILITY, IN WHICH CASE SUCH SHUT DOWN OR CHANGE WILL BE TREATED AS IF IT WERE A
STORE CLOSURE UNDER PARAGRAPH 5 ABOVE, AND LANDLORD AND TENANT WILL HAVE THE
RIGHT TO TERMINATE THE LEASE OF THE PROPERTY AT SUCH DEVELOPMENT AS IS INVOLVED
IN THE SHUT DOWN OR CHANGE, ON THE SAME BASIS AND AFTER NOTICE AS IS PROVIDED IN
PARAGRAPH 5 ABOVE. NOTHING IN THIS LEASE OR ANY OTHER AGREEMENT, CONDUCT OR
ACTION OF THE PARTIES WILL BE CONSTRUED AS AN EXPRESS OR IMPLIED

FMI FORM 201 (Jan 1992 - REVISED 4/96) RETAIL LEASE AGREEMENT     March 22, 1999

                                        3
<PAGE>

COMMITMENT TO LEASE ONLY TO TENANT ANY SPACE AT ANY STORE OF LANDLORD (AND/OR
LANDLORD'S AFFILIATES OR CORPORATE PARENT(S)) THAT IT OR THEY DECIDE TO USE FOR
THE USE PERMITTED UNDER THIS LEASE.

FMI FORM 201 (Jan 1992 - REVISED 4/96) RETAIL LEASE AGREEMENT     March 22, 1999

                                       4